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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE MONTH OF SEPTEMBER 2005
Commission File Number _______________
INTRAWEST CORPORATION
(Registrant's name)
SUITE 800, 200 BURRARD STREET
VANCOUVER, BRITISH COLUMBIA, CANADA V6C 3L6
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F [ ] Form 40-F [X]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): _______
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a
Form 6-K if submitted solely to provide an attached annual report to security
holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101 (b)(7): _______
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a
Form 6-K if submitted to furnish a report or other document that the registrant
foreign private issuer must furnish and make public under the laws of the
jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [ ] No [X]
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-_______________
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant, has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: September 28, 2005
INTRAWEST CORPORATION
By: /s/ ROSS MEACHER
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Name: Ross Meacher
Title: Corporate Secretary and Chief Privacy Officer
[INTRAWEST LOGO]
INTRAWEST CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AND INFORMATION CIRCULAR
ANNUAL MEETING
NOVEMBER 7, 2005
TABLE OF CONTENTS
Notice of Annual Meeting.................................... i
Information Circular........................................ 1
Management Solicitation..................................... 1
Purposes of the Meeting..................................... 1
Interest of Certain Persons in Matters to be Acted Upon..... 5
Interest of Informed Persons in Material Transactions....... 5
Statement of Corporate Governance........................... 6
Report on Executive Compensation............................ 11
Statement of Executive Compensation......................... 15
Securities Authorized for Issuance Under Equity Compensation
Plans..................................................... 22
Indebtedness of Directors and Executive Officers............ 24
Directors' and Officers' Liability Insurance................ 25
General..................................................... 25
Shareholder Proposals....................................... 28
Additional Information...................................... 28
Approval of Circular........................................ 28
[INTRAWEST LOGO]
INTRAWEST CORPORATION
Suite 800, 200 Burrard Street
Vancouver, British Columbia V6C 3L6
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 7, 2005
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders (the
"Meeting") of Intrawest Corporation to be held in the Governors Room of The
Metropolitan Club, One East 60(th) Street, New York, New York on Monday,
November 7, 2005 at 11:00 a.m. (local time).
The purposes of the Meeting are:
(1) to receive the consolidated financial statements and the auditors'
report for the year ended June 30, 2005;
(2) to elect directors;
(3) to appoint auditors for the ensuing year and to authorize the Audit
Committee of the Board of Directors to fix their remuneration; and
(4) to transact such other business as may properly be brought before the
Meeting or any adjournment thereof.
Shareholders of record at the close of business on September 22, 2005 are
entitled to receive notice of and to attend and vote at the Meeting. Information
concerning the matters to be put before the Meeting is set out in the
accompanying Information Circular.
Shareholders who are unable to attend the Meeting in person are asked to
complete, sign and date the enclosed proxy and return it. Please note that the
Metropolitan Club dress code for men is jacket and tie (no jeans) and for ladies
is no jeans.
Sincerely,
[-sig- Joe Houssian]
Vancouver, British Columbia Joe S. Houssian
September 26, 2005 Chairman of the Board
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[INTRAWEST LOGO]
INTRAWEST CORPORATION
INFORMATION CIRCULAR
INFORMATION AS OF SEPTEMBER 26, 2005
MANAGEMENT SOLICITATION
This information circular is furnished in connection with the solicitation
of proxies by the management of Intrawest Corporation (the "Corporation" or
"Intrawest") for use at the Annual Meeting of Shareholders of Intrawest to be
held in the Governors Room of The Metropolitan Club, One East 60(th) Street, New
York, New York on Monday, November 7, 2005 at 11:00 a.m. (local time) and at any
adjournment thereof (the "Meeting"). The solicitation will be by mail and its
cost will be borne by Intrawest.
PURPOSES OF THE MEETING
CONSOLIDATED FINANCIAL STATEMENTS AND AUDITORS' REPORT
The consolidated financial statements of Intrawest for the year ended June
30, 2005 and the auditors' report thereon will be received at the Meeting. These
statements and the auditors' report are contained in the 2005 annual report of
Intrawest, which has been mailed to shareholders with this Information Circular.
ELECTION OF DIRECTORS
The Articles of Intrawest provide that the minimum number of directors
shall be seven and the maximum number shall be 20. The directors have set the
number of directors to be elected at the Meeting at ten. The Corporate
Governance and Nominating Committee of the Board recommends to the Board
individuals for nomination for election as directors. The persons listed below
are being proposed for nomination for election as directors of Intrawest at the
Meeting and the persons named in the enclosed proxy intend to vote for the
election of these nominees. Each nominee is currently a director of Intrawest.
Each director elected will hold office until the close of the next annual
meeting of shareholders, or until their respective successors are duly elected
or appointed.
Set out below are the names, ages and places of residence of all persons
proposed to be nominated for election as directors, whether or not the nominee
is independent of Intrawest, the position and office with Intrawest presently
held by them, their present principal occupation or employment, the year in
which they were first elected or appointed as a director, current Board
memberships with other issuers that are reporting issuers (or the equivalent) in
Canada or a foreign jurisdiction and the number of common shares of Intrawest
("Common Shares") and Deferred Share Units(1) that they have advised are
beneficially owned, or over which control or direction is exercised, by them at
the date of this Information Circular.
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JOE S. HOUSSIAN
Director since 1979 Number of Common Shares held -- 1,890,032(2)(3)
West Vancouver, British Columbia Number of Deferred Share Units held -- 155,636(4)
Age: 56 Non-Independent
Mr. Houssian is the Chairman of the Board as well as President and Chief Executive Officer of
Intrawest Corporation. Mr. Houssian founded a predecessor to Intrawest in the mid-1970s as a
Vancouver-based real estate development company. He oversaw the company's transition as it moved
from an urban real estate company active in residential, commercial and industrial development in
the Pacific Northwest and Western Canada to its current position as a destination resort and
adventure travel company.
Mr. Houssian is a Trustee of Versacold Income Fund.
As a non-independent director, Mr. Houssian is not a member of any Committee of the Board.
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DAVID A. KING
Director since 1990 Number of Common Shares held -- 6,000
Toronto, Ontario Number of Deferred Share Units held -- 886
Age: 68 Independent
Mr. King is a corporate director and is President of David King Corporation, a private investment
company.
Mr. King has a long history in North American real estate markets, commencing in the early 1960s
with Sears Canada's real estate department, was a Senior Officer of Cambridge Shopping Centres
Limited for six years and was a Senior Officer and President of Campeau Corporation for 15 years.
Since 1988 Mr. King has pursued various private business interests.
He is currently Vice-Chairman and Director of Morguard Corporation, Chairman and Trustee of
Morguard Real Estate Investment Trust and a Director of AGF Management Limited, Revenue Properties
Company Limited and Tri-White Corporation.
Mr. King is Chair of the Corporate Governance and Nominating Committee and a member of the Audit
Committee.
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GORDON H. MACDOUGALL(5)
Director since 1990 Number of Common Shares held -- 3,000
West Vancouver, British Columbia Number of Deferred Share Units held -- 1,528
Age: 59 Independent
Mr. MacDougall is a corporate director and is a director of Connor, Clark & Lunn Investment
Management Ltd. and a partner of Connor, Clark and Lunn Investment Management Partnership. Mr.
MacDougall has been involved in the investment management business for over 35 years and is
currently the leader of the client solutions team, responsible for institutional client service.
He is also responsible for North American portfolio structure and strategy. He holds the CFA
designation, an MBA from the University of Pittsburgh and a Bachelor of Commerce from Sir George
Williams University.
Mr. MacDougall is the Lead director, Chair of the Human Resources Committee and a member of the
Audit Committee. He chairs all meetings of the Board of Directors.
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PAUL M. MANHEIM
Director since 1992 Number of Common Shares held -- 4,000
Shanghai, China Number of Deferred Share Units held -- 709
Age: 56 Independent
Mr. Manheim is a corporate director and is Chairman and Managing Director of HAL Investments Asia
B.V., a subsidiary of HAL Holding N.V., an international holding company traded on the Amsterdam
Stock Exchange. HAL Investments Asia B.V. owns a portfolio of optical retail outlets in China and
is affiliated with Europe's largest optical retailer.
Mr. Manheim joined Holland America Line, N.V., the predecessor of HAL Holding N.V., in 1982 and
has held various financial and corporate development positions prior to his current position. Mr.
Manheim received a Bachelor of Commerce degree from the University of New South Wales, Australia
and is a Chartered Accountant.
Mr. Manheim is Chair of the Audit Committee.
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MARTI MORFITT
Director since 2005 Number of Common Shares held -- 2,000
Eden Prairie, Minnesota Number of Deferred Share Units held -- 167
Age: 48 Independent
Ms. Morfitt is a corporate director and since June 2001 has been the President and Chief Executive
Officer of CNS, Inc., a consumer health care products company based in Minnesota. Ms. Morfitt was
President and Chief Operating Officer of CNS, Inc. from March 1998 to June 2001. Previously Ms.
Morfitt was part of the senior executive team at Pillsbury Company. She holds an MBA from York
University and a BBA from the University of Western Ontario.
She is currently a director of Graco, Inc.
Ms. Morfitt is a member of the Human Resources Committee.
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PAUL A. NOVELLY(6)
Director since 1997 Number of Common Shares held -- 55,201(7)
St. Thomas, U.S. Virgin Islands Number of Deferred Share Units held -- 1,153
Age: 62 Independent
Mr. Novelly is a corporate director and is Chairman and Chief Executive Officer of Apex Oil
Company, Inc., based in St. Louis. Apex is involved in the trading, refining, storage, marketing
and transportation of petroleum products. Mr. Novelly also controls AIC Limited, a Bermuda-based
oil trading company, and World Point Terminals Inc., based in Calgary, which owns and operates
petroleum storage facilities in the Netherlands, Bahamas and United States.
Mr. Novelly was the majority owner of the Copper Mountain ski resort in Colorado prior to its
acquisition by Intrawest in 1997. His wide experience in the travel industry includes prior
ownership and operation of Apex Travel, Inc., a full-service travel agency. Mr. Novelly has
extensive experience in commercial and residential real estate development, including commercial
office buildings throughout the United States, and a 5,400-acre residential/golf planned community
in St. Albans, Missouri.
He is currently a director of The Bear Stearns Companies Inc., Boss Holdings, Inc. and World Point
Terminals Inc.
Mr. Novelly is a member of the Audit Committee and the Corporate Governance and Nominating
Committee.
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BERNARD A. ROY
Director since 1992 Number of Common Shares held -- 2,923
Montreal, Quebec Number of Deferred Share Units held -- 501
Age: 65 Independent
Mr. Roy is a corporate director and is a Senior Partner at Ogilvy Renault, Barristers and
Solicitors. Mr. Roy is a member of the Litigation Group with expertise in civil, commercial and
administrative law. Mr. Roy often acts as arbitrator and Counsel in international arbitrations and
before domestic arbitral tribunals and has served as Counsel to a number of commissions of
inquiry. Mr. Roy was Lead Counsel to the Gomery Commission, appointed by the Government of Canada
in February 2004 to investigate and report on issues related to the government's sponsorship
program and advertising activities. Mr. Roy has appeared frequently before Parliamentary and
Senate Committees and other government bodies.
Mr. Roy is a member of the Human Resources Committee.
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KHALED C. SIFRI
Director since 1990 Number of Common Shares held -- 3,700
Dubai, United Arab Emirates Number of Deferred Share Units held -- 1,094
Age: 44 Independent
Mr. Sifri is a corporate director and is Managing Director -- Investment Banking of SHUAA Capital
PSC, an investment banking institution with shares listed on the Dubai Financial Market and the
Kuwait Stock Exchange. Mr. Sifri is responsible for overseeing and managing the corporate finance
and capital market activities undertaken by SHUAA. Before joining SHUAA, Mr. Sifri was Managing
Partner of the Hadef Al Dhahiri & Associates law firm in Dubai. He has extensive corporate and
commercial legal experience in the UAE, Kuwait and the Gulf region. From 1990 until 1996, Mr.
Sifri was President of PolyMore Circuit Technologies, LP, a second tier automotive supplier with
manufacturing facilities in Tennessee. Mr. Sifri has a JD from the Catholic University of America
and a BS in Civil Engineering from the University of Maryland.
Mr. Sifri is a member of the Corporate Governance and Nominating Committee.
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NICHOLAS C.H. VILLIERS
Director since 1990 Number of Common Shares held -- 3,165
London, England Number of Deferred Share Units held -- 1,094
Age: 65 Independent
Mr. Villiers is a corporate director and is a consultant to a number of corporate and private
clients in the media and leisure industries.
Mr. Villiers retired from Royal Bank of Canada in 2002 where he was Vice-Chairman of Royal Bank of
Canada Europe Ltd. and Managing Director of RBC Capital Markets with responsibility for the
International Investment Banking Group. Mr. Villiers has over 30 years experience in the
investment banking industry.
Mr. Villiers is a member of the Human Resources Committee.
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ALEX WASILOV
Director since 2005 Number of Common Shares held -- 3,000
West Conshohocken, Pennsylvania Number of Deferred Share Units held -- 759
Age: 52 Independent
Mr. Wasilov is a corporate director and since March 2005 has been the President and COO of Hirtle,
Callaghan & Co. Inc., a private investment management company with over U.S.$10 billion of assets
under management and headquartered in Pennsylvania. Mr. Wasilov was a senior advisor at American
Express from October 2003 to March 2004 and was President and Chief Operating Officer of
Rosenbluth International from September 1999 to October 2003. Mr. Wasilov has also held senior
executive positions at Eastman Kodak Company and Xerox. He holds an MBA from the University of
Rhode Island and a BS in Business Administration from Pennsylvania State University.
Mr. Wasilov is a member of the Corporate Governance and Nominating Committee.
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(1) For information regarding the Deferred Share Units ("DSUs"), see "Statement
of Corporate Governance -- Compensation of Directors" and "Statement of
Executive Compensation -- Key Executive Deferred Share Unit Plan."
(2) The Board of Directors has determined that the Chief Executive Officer
shall own at a minimum the number of Intrawest's shares and DSUs with a
market value of twice his salary plus bonus.
(3) 1,544,635 of the shares shown are held and beneficially owned by companies
which are controlled, directly or indirectly, by Mr. Houssian.
(4) The Deferred Share Units held by Mr. Houssian are held pursuant to the Key
Executive Deferred Share Unit Plan. See "Statement of Executive
Compensation -- Key Executive Deferred Share Unit Plan." The information
shown does not include notional Common Shares earned under the Executive
Long-Term Incentive Plan. Such notional Common Shares are not counted for
purposes of the Chief Executive Officer's share ownership guidelines and do
not attract dividend equivalents. See "Statement of Executive Compensation
-- Executive Long-Term Incentive Plan."
(5) As indicated above, Mr. MacDougall is a partner of Connor, Clark & Lunn
Investment Management Partnership ("CC&L"). CC&L acts as investment counsel
for Connor, Clark & Lunn Investment Management Ltd., which, exercises
control and direction over 657,800 Common Shares as investment manager for
certain investment funds as at the date hereof.
4
(6) Mr. Novelly is being nominated in accordance with the provisions of an
Agreement and Plan of Merger among Intrawest and, among others, the former
stockholders of Copper Mountain, Inc. and CMAT, Inc., whereby Intrawest
covenanted to cause a nominee of such stockholders to be nominated for
appointment to the Board.
(7) Mr. Novelly shares voting power and investment power over 52,201 of these
shares, which are held by a corporation of which he is a director and
officer. Mr. Novelly disclaims beneficial ownership of these shares.
APPOINTMENT AND REMUNERATION OF AUDITORS
The Board of Directors recommends that KPMG LLP, Chartered Accountants,
Vancouver, British Columbia be appointed as auditors of Intrawest to hold office
until the close of the next annual meeting of shareholders. KPMG LLP has served
as the auditors of Intrawest since 1997. It is proposed that the remuneration to
be paid to the auditors be determined by the Audit Committee.
THE PERSONS NAMED IN THE ENCLOSED PROXY INTEND TO VOTE FOR THE APPOINTMENT
OF KPMG LLP, CHARTERED ACCOUNTANTS, AS THE AUDITORS OF INTRAWEST TO HOLD OFFICE
UNTIL THE CLOSE OF THE NEXT ANNUAL MEETING AND TO AUTHORIZE THE AUDIT COMMITTEE
TO FIX THE REMUNERATION OF THE AUDITORS.
In keeping with its mandate, the Audit Committee has reviewed the nature
and amount of non-audit services provided by KPMG LLP to Intrawest to ensure
auditor independence. The fees rendered by KPMG LLP for audit and non-audit
services for the two years ended June 30, 2005 and June 30, 2004 are set out
below.
US$000
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TYPE OF FEES 2005 2004
------------ ----- -----
Audit fees.................................................. 2,553 1,789
Audit-related services...................................... 814 477
Tax services fees........................................... 364 455
All other fees.............................................. 8 43
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Totals...................................................... 3,739 2,764
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Audit fees include professional services rendered by the external auditors
to perform the annual audit and quarterly reviews of Intrawest's consolidated
financial statements, French translating services for quarterly and annual
financial statements, and accounting consultations and services required by
legislation such as comfort letters, consents, reviews of security filings and
statutory audits.
Audit-related services include accounting consultations on proposed
transactions, internal control reviews and audits of subsidiaries not required
by legislation or regulation.
Tax services fees include all services for tax compliance, tax planning and
tax advice.
OTHER MATTERS TO BE ACTED UPON
Management of Intrawest knows of no matters which may be brought before the
Meeting other than those referred to in the Notice of Annual Meeting. However,
if other matters are properly brought before the Meeting, the persons named in
the enclosed proxy intend to vote on such matters in accordance with their
judgment.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Except as disclosed herein, none of the directors or officers of Intrawest,
no proposed nominee for election as a director of Intrawest, none of the persons
who have been directors or officers of Intrawest since the beginning of
Intrawest's last completed financial year and no associate or affiliate of any
of the foregoing have any material interest, direct or indirect, in any matter
to be acted upon at the Meeting other than the election of directors.
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
None of the directors or officers of Intrawest, no directors or officers of
a body corporate that is itself an insider or a subsidiary of Intrawest, no
person or company who beneficially owns, directly or indirectly, voting
securities of Intrawest or who exercised control or direction over voting
securities of Intrawest or a combination of both carrying more than 10% of the
voting rights attached to any class of outstanding voting securities of
Intrawest entitled to vote in connection with any matters being proposed for
consideration at the Meeting, no proposed director or nominee for election as a
director of the Intrawest and no associate or affiliate of any of the foregoing
have or had any material interest, direct or indirect, in any transaction or
proposed transaction since the beginning of the Intrawest's last
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financial year which has materially affected or would or could materially affect
the Intrawest or any of its subsidiaries.
STATEMENT OF CORPORATE GOVERNANCE
GENERAL
Intrawest is committed to the highest standards of corporate governance.
The Board and each of its committees have continued to refine Intrawest's
governance policies and practices in light of regulatory initiatives in North
America that have been adopted to improve corporate governance.
Effective June 30, 2005, National Instrument 58-101 Disclosure of Corporate
Governance Practices ("NI 58-101") and National Policy 58-201 Corporate
Governance Guidelines ("NP 58-201") were adopted in each of the provinces and
territories of Canada. NI 58-101 requires issuers to disclose the corporate
governance practices that they have adopted. NP 58-201 provides guidance on
corporate governance practices. In addition, Intrawest is subject to
Multilateral Instrument 52-110 -- Audit Committee, which has been adopted in
various Canadian provinces and territories and which prescribes certain
requirements in relation to audit committees.
The Board has reviewed Intrawest's corporate governance practices in
response to the U.S. Sarbanes-Oxley Act of 2002, applicable rules of the U.S.
Securities and Exchange Commission, and the NYSE Corporate Governance Standards
(the "NYSE Standards"). The Board will continue to review its corporate
governance practices on an ongoing basis in response to the evolving standards.
Intrawest's corporate governance does not differ significantly from that
followed by U.S. domestic corporations under the NYSE Standards.
Intrawest has adopted Standards of Business Conduct that govern the
behavior of its directors, officers and employees. The standards are available
on Intrawest's web site at www.intrawest.com and at www.sedar.com. The Audit
Committee is responsible for monitoring compliance with the standards.
The corporate governance practices adopted by Intrawest are set out below.
BOARD OF DIRECTORS
Intrawest's Board of Directors assumes responsibility for stewardship of
the Corporation. The mandate of the Board is to supervise the management of the
business and affairs of the Corporation, with the objective of increasing
shareholder value. In fulfilling its mandate, the Board, among other things, has
the following duties and objectives:
- adoption of a strategic planning process for the Corporation
- succession planning for the Corporation including appointing and
monitoring senior management
- development and maintenance of written position descriptions for the
CEO, the Lead director and the chair of each Committee of the Board
- identification of the principal risks of the Corporation's business and
ensuring the implementation of appropriate systems to manage these risks
- adoption of a communications policy for the Corporation
- the integrity of the Corporation's internal control and management
information systems.
The Board of Directors has adopted the formal mandate set out in Schedule A
to this Information Circular.
On an ongoing basis, as part of regular Board meetings the directors
receive presentations from management personnel and outside consultants to
improve their understanding of Intrawest's business. In addition, meetings of
the Board are regularly held at Intrawest's resort locations in order to assist
the directors in better understanding Intrawest's operations. The frequency of
meetings, as well as the nature of items discussed, depend upon the state of
Intrawest's affairs and the opportunities or risks that Intrawest faces. There
were seven meetings of the Board during the year ended June 30, 2005.
New directors are provided with a comprehensive orientation and education
program approved by the Corporate Governance and Nominating Committee, which
includes information regarding the nature and operation of Intrawest's business
and the role of the Board, its committees and its directors. In addition to
having extensive discussions with the Chairman of the Board and the Lead
director with respect to the business and operations of Intrawest, new directors
receive a record of historical public information concerning Intrawest together
with the mandates and prior minutes of meetings of the Board and applicable
committees of the Board. The orientation
6
provides new directors with an understanding of the nature and extent of
Intrawest's business, as well as the role of the Board and the Board committees,
and the contribution that individual directors are expected to make (including
the commitment of time and resources that Intrawest expects from directors).
The Board of Directors consists of nine independent directors as set out in
pages two to four of this Information Circular, and Mr. Houssian, the Chairman
of the Board, President and Chief Executive Officer of Intrawest. Mr. Houssian
is not independent as a result of his management role in Intrawest. Mr.
MacDougall, who is an independent director, has been designated as Lead
director. As standard procedure, the independent directors hold regularly
scheduled meetings at least four times a year at which non-independent directors
and members of management are excluded. There were four such meetings during the
year ended June 30, 2005. Mr. MacDougall, as Lead director, chairs all such
meetings as well as all meetings of the Board. In addition, Mr. MacDougall is
expected to act as the leader of the other independent directors to encourage
and facilitate open and candid discussion among the independent directors and
the exercise by the directors of independent judgment to help ensure that the
Board carries out its duties and responsibilities successfully.
DECISIONS REQUIRING PRIOR BOARD APPROVAL
In addition to those matters which must by law or by the articles or
by-laws of Intrawest be approved by the Board of Directors, management is
required to seek Board approval for major transactions. The Board of Directors
has delegated to senior management the authority to enter into various types of
transactions, including financing transactions, subject to specified
limitations. Transactions or agreements in respect of which a director or
executive officer has a material interest must be approved by the Board of
Directors. In appropriate cases the Board may require a director who has a
material interest in a proposed contract or transaction, in addition to
disclosing the nature and extent of the interest as required by law, to be
absent from a meeting of the directors at which such transaction or agreement is
being discussed. In addition, in an appropriate case, the Board could consider
forming a special ad hoc independent committee of the Board to consider the
proposed contract or transaction. The Board will at all times encourage
directors to exercise independent judgment in considering transactions and
agreements in respect of which a director or executive officer has a material
interest.
COMMITTEES
Intrawest has an Audit Committee, a Corporate Governance and Nominating
Committee and a Human Resources Committee. Set out below is a description of the
committees of the Board, their mandates and their activities.
AUDIT COMMITTEE
The Audit Committee reviews the annual and interim financial statements of
Intrawest and certain other public disclosure documents required by regulatory
authorities and makes recommendations to the Board with respect to such
statements and documents. The Committee also makes recommendations to the Board
regarding the appointment of independent auditors, reviews the nature and scope
of the annual audit as proposed by the auditors, and reviews with management the
risks inherent in Intrawest's business and the risk management programs relating
thereto. The roles and responsibilities of the Audit Committee are specifically
defined so as to provide appropriate guidance to committee members as to their
duties. The Committee provides and facilitates a direct line of communication
between Intrawest's external and internal auditors and the Board to discuss and
review specific issues as appropriate. The Committee's duties include overseeing
and reviewing with the auditors and management the adequacy of Intrawest's
internal accounting control procedures and systems.
The Audit Committee is composed entirely of independent directors. The
Committee met four times during the year ended June 30, 2005.
Under the U.S. Sarbanes-Oxley Act and related SEC rules, Intrawest must
disclose whether the Audit Committee is composed of at least one financial
expert, as defined in those rules. In addition, the NYSE requires that all Audit
Committee members be financially literate. Mr. Manheim, Chairman of the Audit
Committee, is a "financial expert" and all members of the Audit Committee are
"financially literate," as these terms are defined in the Sarbanes-Oxley Act,
applicable SEC rules and applicable NYSE rules.
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The full mandate of the Audit Committee is set out in Schedule B to this
Information Circular. See also "Audit Committee Information" in Intrawest's
Annual Information Form for the year ended June 30, 2005 for more information
concerning the Audit Committee and its members.
CORPORATE GOVERNANCE AND NOMINATING COMMITTEE
The Corporate Governance and Nominating Committee is responsible for the
nomination process for directors of Intrawest and for developing, monitoring and
assessing Intrawest's corporate governance system, the effectiveness of the
Board of Directors, its size and composition, its committees and the individual
performance of its directors. The Board has implemented procedures to be carried
out by the Committee to annually assess the effectiveness of the Board as a
whole, the Board committees and the contribution of individual directors, and to
consider performance-enhancing measures, recruit new directors from time to time
and review Board processes. The Committee regularly considers what competencies
and skills that the Board, as a whole, requires and assesses the competencies
and skill sets of the current Board as a group, and the contributions of
individual directors, and identifies any additional competencies and skill sets
the Committee might consider to be beneficial when considering potential Board
candidates. The Committee maintains a list of potential candidates for its
future consideration.
The Corporate Governance and Nominating Committee annually reviews the size
of the Board and assesses what the Committee considers to be the appropriate
size of the Board with a view to facilitating effective decision making. Where
appropriate, the Committee makes recommendations to the Board for change in the
size of the Board. The Corporate Governance and Nominating Committee and the
Board have determined that nine to 12 directors is an appropriate size for
Intrawest's Board to facilitate effective and efficient communication and
decision making.
The Committee ensures that an annual strategic planning process and review
is carried out and periodically reviews the directors' and officers' third-party
liability insurance to ensure adequacy of coverage. The Corporate Governance and
Nominating Committee is also responsible for providing orientation for new
members of the Board and continuing education for all Board members.
The Corporate Governance and Nominating Committee periodically makes
industry comparisons of directors' compensation in light of their risks and
responsibilities and reviews and makes recommendations to the Board regarding
the adequacy and form of the compensation of the directors. The Board believes
that the form and amount of compensation of directors is sufficient to reflect
realistically the responsibilities and risks involved in being an effective
director.
The Corporate Governance and Nominating Committee undertakes an annual
assessment of the overall performance and effectiveness of the Board as a whole,
its committees and the contribution of individual members. An annual
questionnaire is used in the evaluation of the contribution of individual
directors. Formal interviews with each director and each member of Intrawest's
executive leadership team are carried out annually by the Lead director with
respect to this matter. Such assessment includes, in the case of the Board or a
Board committee, its mandate, and, in the case of individual directors, any
applicable position description, as well as the competencies and skills each
individual director is expected to bring to the Board and willingness to devote
the necessary time and energy to the performance of their duties. Each committee
mandate specifically authorizes such committee to retain outside advisors as it
deems necessary to carry out its duties. In addition, the Board is provided with
continuing education through in-person presentations by outside experts on a
broad range of topics applicable to Intrawest's business or through courses
taken at the director's discretion.
The Corporate Governance and Nominating Committee has the responsibility
for developing, monitoring and assessing Intrawest's approach to corporate
governance, including considering the guidance on corporate governance practices
set out in NP 58-201 and developing a set of corporate governance principles and
guidelines that are specifically applicable to Intrawest.
The Corporate Governance and Nominating Committee is composed entirely of
independent directors. The Committee met three times during the year ended June
30, 2005.
The full mandate of the Corporate Governance and Nominating Committee is
set out in Schedule C to this Information Circular.
8
HUMAN RESOURCES COMMITTEE
The Human Resources Committee is responsible for reviewing the levels and
form of total compensation paid to Intrawest's employees and for administering
Intrawest's share compensation and long-term incentive plans. The Committee is
responsible for reviewing and making recommendations to the Board regarding the
corporate goals and objectives relevant to compensation of the Chief Executive
Officer and Chief Financial Officer and regularly evaluates and assesses the
performance of the Chief Executive Officer and the Chief Financial Officer in
light of those corporate goals and objectives and determines their compensation
and benefits based on that evaluation. It also reviews and recommends a plan of
succession for Intrawest's senior management. The Committee is responsible for
reviewing Intrawest's organizational structure and design to determine if they
are appropriate to carry out the business of Intrawest. In addition, the Human
Resources Committee produces for review and approval by the Board a report on
executive compensation for inclusion in Intrawest's information circular.
The Human Resources Committee on a regular basis hires outside compensation
and benefit consultants to assist it in its review and deliberations, including
benchmarking and comparison of Intrawest's compensation and benefits against
competitors and others in the real estate, travel and resort sectors. During the
year ended June 30, 2005, the Human Resources Committee retained Hewitt
Associates, an international compensation consulting company, to provide
independent advice with respect to the levels and methods of compensation of
executive officers.
The Human Resources Committee is composed entirely of independent
directors. The Committee met six times during the year ended June 30, 2005.
The full mandate of the Human Resources Committee is set out in Schedule D
to this Information Circular.
ATTENDANCE RECORD OF DIRECTORS
FOR THE YEAR ENDED JUNE 30, 2005
BOARD COMMITTEE % OF BOARD % OF COMMITTEE
MEETINGS MEETINGS MEETINGS MEETINGS
NAME ATTENDED ATTENDED ATTENDED ATTENDED
---- -------- --------- ---------- --------------
Joe Houssian......................................... 7 of 7 -- 100 --
Daniel Jarvis(1)..................................... 6 of 6 -- 100 --
David King........................................... 6 of 7 7 of 7 86 100
Gordon MacDougall.................................... 7 of 7 9 of 9 100 100
Paul Manheim......................................... 7 of 7 9 of 9 100 100
Marti Morfitt(2)..................................... 1 of 2 1 of 1 50 100
Paul Novelly......................................... 5 of 7 4 of 7 71 57
Bernard Roy.......................................... 5 of 7 5 of 6 71 83
Khaled Sifri......................................... 5 of 7 3 of 3 71 100
Nicholas Villiers.................................... 5 of 7 6 of 6 71 100
Alex Wasilov(2)...................................... 2 of 2 1 of 1 100 100
---------------
(1) Mr. Jarvis resigned as a director effective February 7, 2005.
(2) Ms. Morfitt and Mr. Wasilov were appointed as directors effective February
7, 2005.
BOARD SHARE OWNERSHIP GUIDELINES
The Board of Directors has adopted share ownership guidelines for its
directors to promote meaningful Common Share ownership. Under the guidelines
each member of the Board is to hold a minimum of US $100,000 in Common Shares or
Deferred Share Units of Intrawest. This requirement is to be fulfilled by
December 31, 2007.
9
COMPENSATION OF DIRECTORS
Non-management directors of Intrawest are entitled to receive an annual fee
for acting as a director on the Board and each committee served, plus a further
fee for each Board and committee meeting attended. The fees are outlined in the
table below. In addition, non-management directors are reimbursed for travel and
other expenses incurred for attendance at Board and committee meetings.
(IN UNITED STATES DOLLARS)
--------------------------
Regular Board service
Annual retainer........................................ $25,000
Meeting fee............................................ $ 1,250
Annual equity grant.................................... 500 DSUs
Committee service: Audit
Annual Chair retainer.................................. $10,000
Annual Member retainer................................. $ 2,500
Committee service: All other committees
Annual Chair retainer.................................. $ 5,000
Lead Director
Annual retainer........................................ $15,000
In November 2004 Intrawest adopted a Director Deferred Share Unit Plan. The
Plan is administered by the Corporate Governance and Nominating Committee. Under
the Plan, non-management directors are entitled to receive 500 DSUs on June 30
in each year, commencing June 30, 2005, as compensation for service on the
Board. In addition, directors are entitled to elect to receive DSUs in lieu of a
percentage of the annual fees or retainers for service on the Board or
committees for the next calendar year. A DSU is a bookkeeping entry, equivalent
to the value of an Intrawest common share, credited to an account maintained for
the director until retirement. Additional DSUs are credited to participants
corresponding to dividends declared on the common shares. Following a non-
management director ceasing to be a director of Intrawest, a lump sum cash
payment, net of any applicable tax withholdings, equal to the number of DSUs
credited to the director's account multiplied by the average closing price of
the common shares on the NYSE at the time of their retirement, will be paid to
the director 30 days after such termination.
The following table summarizes the cash compensation in United States
dollars that was paid or would have been paid to each director of Intrawest for
the year ended June 30, 2005 if such director had not chosen to participate in
the Director Deferred Share Unit Plan.
(IN UNITED STATES DOLLARS)
------------------------------------------------------------------------------------
ELECTED
COMMITTEE LEAD PERCENTAGE
BOARD COMMITTEE CHAIR DIRECTOR ATTENDANCE TOTAL PAID
DIRECTOR RETAINER RETAINERS RETAINER RETAINER FEES COMPENSATION IN DSUS
-------- -------- --------- --------- -------- ---------- ------------ ----------
$ $ $ $ $ $ %
Joe Houssian................... -- -- -- -- -- -- --
Daniel Jarvis(1)............... -- -- -- -- -- -- --
David King..................... 25,000 2,500 5,000 -- 14,750 47,250 50
Gordon MacDougall.............. 25,000 625 1,250 15,000 16,250 58,125 100
Paul Manheim................... 25,000 -- 10,000 -- 18,000 53,000 25
Marti Morfitt.................. 12,500 -- -- -- 2,500 15,000 --
Paul Novelly................... 25,000 2,500 -- -- 9,000 36,500 100
Bernard Roy.................... 25,000 -- 3,750 -- 9,750 38,500 --
Khaled Sifri................... 25,000 -- -- -- 8,500 33,500 100
Nicholas Villiers.............. 25,000 -- -- -- 13,000 38,000 100
Alex Wasilov................... 12,500 -- -- -- 3,750 16,250 100
---------------
(1) Mr. Jarvis resigned as a director effective February 7, 2005.
Mr. Villiers has entered into a contract with Intrawest for the provision
of consulting services in connection with Intrawest's majority ownership in
Abercrombie & Kent, a luxury adventure-travel company. For the year ended June
30, 2005, Intrawest incurred consulting service fees of US $60,000 to Mr.
Villiers.
10
REPORT ON EXECUTIVE COMPENSATION
COMPOSITION OF THE HUMAN RESOURCES COMMITTEE
The Human Resources Committee (the "Committee") is composed of four
independent members of the Board of Directors. The current members of the
Committee are Messrs. MacDougall, Roy and Villiers and Ms. Morfitt. No member of
the Committee is or was during the most recently completed financial year, an
officer or employee of Intrawest or any of its subsidiaries, nor was formerly an
officer of Intrawest or any of its subsidiaries, nor had or has any relationship
that requires disclosure under "Interest of Informed Persons in Material
Transactions" or "Indebtedness of Directors and Executive Officers." Ms. Morfitt
became a member of the Committee in May 2005.
EXECUTIVE COMPENSATION STRATEGY
Intrawest's executive compensation strategy combines salary, annual
incentives and long-term incentives with a program of benefits and perquisites
to form an integrated compensation strategy designed to achieve the following
objectives:
- to encourage and reward entrepreneurial management by having a
significant proportion of compensation relate to business performance.
- to attract and retain executives on a competitive basis across North
America.
- to ensure commonality of interest between shareholders and management,
both short-term and long-term.
From time to time the Committee undertakes a comprehensive review of the
compensation plans for Intrawest's senior executives with the objective of
ensuring that the plans meet the objectives cited above. Professional
consultants are engaged to assist the Committee. These consultants develop
comparable compensation groups, conduct compensation surveys, and advise the
Committee about the structuring of compensation arrangements that would meet
Intrawest's objectives. The Committee incorporates the consultants'
recommendations in the compensation determinations. The Committee will continue
to employ this process and review the compensation plans on a regular basis to
ensure that they reflect properly the business strategy and compensation
objectives of Intrawest.
Total compensation is targeted to be competitive to a "Comparator Group," a
comparable group of leisure and resort companies in North America, and general
industry of a similar revenue size. As an overriding goal, the Committee
structures its compensation plans to place more emphasis on long-term incentives
than on short-term remuneration. For each of the Named Executive Officers,
approximately 50% of their remuneration is based on financial performance of
Intrawest or their division.
BASE SALARIES
Base salaries are established by reference to the Comparator Group and of
general industry companies of similar size.
ANNUAL INCENTIVES
Intrawest provides opportunities to earn annual incentive awards that are
based upon the achievement of personal performance goals and upon the financial
performance of Intrawest. For the senior executives, other than the Chief
Executive Officer, the annual incentives range from 0% to 75% of base salary
depending on performance. For the Chief Executive Officer, the annual incentives
range from 0% to 100% of base salary depending on performance. The annual
incentive awards are determined by reference to corporate financial goals,
strategic objectives and subjective matters. The corporate financial goals
represent approximately 60% of the potential overall award, the strategic
objectives represent approximately 30% and subjective matters represent
approximately 10%.
For the Named Executive Officers, the performance and strategic goals
differ by individual. Financial goals were measured with reference to earnings
per share, EBITDA, net debt and Common Share price performance. In fiscal 2005
overall corporate financial objectives were met, although results differed by
division or business entity.
KEY EXECUTIVE DEFERRED SHARE UNIT PLAN
As described under "Statement of Executive Compensation -- Key Executive
Deferred Share Unit Plan," Intrawest has a Key Executive Deferred Share Unit
Plan that allows executive officers to elect annually to receive
11
all or any portion of their annual incentive plan cash award which would
otherwise have become payable as deferred share units. The Committee administers
the Key Executive Deferred Share Unit Plan, including monitoring the number of
deferred share units credited to executive officers.
LONG-TERM INCENTIVE PLANS
(a) EXECUTIVE LONG-TERM INCENTIVE PLAN
As described under "Statement of Executive Compensation -- Executive
Long-Term Incentive Plan," the Long-Term Incentive Plan ("LTIP") is a long-term
performance-based compensation plan. The plan provides for cash payments to the
participating key executive officers following termination of employment based
on a notional number of Common Shares earned in relation to cumulative
consolidated net income over four plan cycles. The Committee has determined that
the combination of corporate financial performance and stock price performance
provides commonality of interest between shareholders and senior executive
officers by linking compensation with long-term results achieved for
shareholders.
All Named Executive Officers, other than Mr. Currie, earned notional Common
Shares in respect of the calculation period ended June 30, 2003 based, in part,
on the attainment of certain financial performance goals in the two financial
years ended June 30, 2004 and 2005. These goals related to earnings per share
levels and net debt to EBITDA ratios. These goals were fully achieved.
The rights of participating executive officers under the LTIP are taken
into account by the Committee when considering other awards of long-term
compensation for senior officers.
(b) KEY EXECUTIVE EMPLOYEE BENEFIT PLAN
As described under "Statement of Executive Compensation -- Key Executive
Employee Benefit Plan," Intrawest has a Key Executive Employee Benefit Plan
under which the Committee, in 2002, granted awards of unvested shares that were
purchased in the open market to Messrs. Houssian, Jarvis and Raymond. These
shares have vested or will vest based on (i) the attainment of certain financial
performance goals related to earnings per share and net debt to EBITDA ratios
for the two financial years ended June 30, 2005, and (ii) the continued
employment of the executive. The Committee administers the Key Executive
Employee Benefit Plan and monitors the attainment of the specified financial
performance goals and the determination of vesting of shares. The Committee
approved the payment of an amount equal to dividends received on unvested shares
held under the plan as additional contributions which were used to purchase
additional unvested shares under the plan. The remaining unvested shares will
vest in December 2005 based on retention, following which the Key Employee
Benefit Plan will expire. This plan will be replaced by the Return on Capital
Plan described below.
(c) RETURN ON CAPITAL PLAN
Following the Committee's most recent comprehensive review of the
compensation plan for Intrawest's senior executives, the Committee has
determined that Intrawest should implement a long-term incentive compensation
plan based on achievement by Intrawest of a return on invested capital on a
cumulative basis. The plan period will cover performance in the fiscal years
2006 through 2008. The new plan will entitle the executive officers to earn
notional Common Shares based on the cumulative return on invested capital and to
receive a cash payment following termination of employment based on the value of
Intrawest's Common Shares at that time. The Plan will measure EBITDA as a
percentage of return of total invested capital including both equity and debt.
FUNDED SENIOR EMPLOYEE SHARE PURCHASE PLANS
As described under "Indebtedness of Directors and Executive Officers --
Funded Senior Employee Share Purchase Plan," Intrawest has a Funded Senior
Employee Share Purchase Plan that was adopted in 2002 under which Intrawest may
make loans to designated eligible employees to be used for the purchase of
Common Shares in the open market.
All loans outstanding under the 2002 Funded Senior Employee Share Purchase
Plan to executive officers were made in 2002, prior to the implementation of the
U.S. Sarbanes-Oxley Act of 2002 and the rules and regulations made thereunder.
Following implementation of that legislation, the Committee has determined that
no further loans will be made under Intrawest's 2002 Funded Senior Employee
Share Purchase Plan to executive officers.
12
Intrawest also had a Funded Senior Employee Share Purchase Plan that was
adopted in 1992 under which Intrawest made loans to designated eligible
employees to be used for the purchase of Common Shares issued from treasury. All
loans outstanding under this plan have been repaid and the Plan has been
terminated.
All loans to executives under the 2002 Funded Senior Employee Share
Purchase Plan are at the personal risk of the executive and no loans outstanding
under Intrawest's Funded Share Purchase Plans have been forgiven.
STOCK OPTION PLAN
As described elsewhere in this Information Circular, Intrawest has a stock
option program that is offered to its senior executive officers and a broader
group of managers. The amount and terms of outstanding options, deferred share
units and unvested share units are taken into account by the Committee when
determining whether and how many new option grants should be made. During the
year ended June 30, 2005, the Committee approved the grant of options to acquire
a total of 416,500 Common Shares, representing 0.87% of Intrawest's outstanding
Common Shares. The Committee has determined that it does not intend to grant new
options to Intrawest's executive officers in the 2006 financial year, except in
possible circumstances involving new senior executive recruitment.
CHIEF EXECUTIVE OFFICER'S COMPENSATION
The Chief Executive Officer participates in all of the short-term and
long-term incentive programs as summarized elsewhere in this Information
Circular. The base salary of the Chief Executive Officer was determined by the
Committee after considering various factors, including information available to
the Committee regarding base salaries of executives in the Comparator Group
received from Intrawest's compensation consultants. The bonus under the
short-term incentive arrangement awarded to the Chief Executive Officer in 2005
recognized the financial performance of Intrawest and the achievement of
corporate initiatives during that fiscal period. In determining this award the
Committee referred to goals and objectives established annually for the Chief
Executive Officer. Approximately 60% of the award was based on quantitative
financial performance of Intrawest, 30% on the achievement of strategic
corporate initiatives approved by the Committee and 10% on a subjective analysis
of the Chief Executive Officer's personal contribution as determined by the
Committee.
The financial objectives focused on earnings per share, EBITDA and net debt
to EBITDA ratios and Common Share value growth. The strategic objectives
included, among other items, the execution of targeted acquisitions and
dispositions; the establishment of long-term marketing and branding plans; the
development of human resources; and the implementation of new real estate
financing and joint venture initiatives. In addition to the annual award, the
Chief Executive Officer met certain financial goals with respect to the
long-term incentives as outlined in this report.
This Report on Executive Compensation is submitted on behalf of the Human
Resources Committee of the Board:
Gordon H. MacDougall (Chair) Bernard A. Roy
Marti Morfitt Nicholas C.H. Villiers
13
PERFORMANCE GRAPH
The following graph compares the cumulative total return to shareholders
for Common Shares compared to the S&P/TSX Composite Index and the S&P/TSX Real
Estate Index, assuming reinvestment of dividends at the market price on each of
the dividend payment dates. The graph covers the period from June 30, 2000 to
June 30, 2005.
[PERFORMANCE GRAPH]
CUMULATIVE VALUE OF A $100 INVESTMENT IN
COMMON SHARES ASSUMING REINVESTMENT OF DIVIDENDS
30-JUNE-00 30-JUNE-01 30-JUNE-02 30-JUNE-03 30-JUNE-04 30-JUNE-05
---------- ---------- ---------- ---------- ---------- ----------
Intrawest Corporation.................. 100 107 91 64 78 108
S&P/TSX Composite Index................ 100 76 70 68 84 97
S&P/TSX Real Estate Index.............. 100 111 118 114 151 197
14
STATEMENT OF EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table provides a summary of the compensation earned during
each of the last three financial years by the Chief Executive Officer, the Chief
Financial Officer and Intrawest's three most highly compensated executive
officers other than the Chief Executive Officer and the Chief Financial Officer
(all such officers are hereafter collectively called "Named Executive
Officers").
------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION
-------------------------------------------
OTHER
ANNUAL
SALARY(2) BONUS(3) COMPENSATION(4)
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($)
------------------------------------------------------------------------------------------------------------------------------------
JOE S. HOUSSIAN 2005 934,774 -- 90,138
Chairman, President and 2004 830,349 -- 94,628
Chief Executive Officer 2003 641,447 32,146 86,374
------------------------------------------------------------------------------
DANIEL O. JARVIS(8) 2005 475,390 89,136 16,084
President and Chief 2004 422,172 259,636 16,854
Executive Officer, 2003 340,930 102,983 16,588
Leisure
and Travel Group
------------------------------------------------------------------------------
HUGH R. SMYTHE 2005 379,352 71,128 6,453
President and Chief 2004 337,038 113,751 14,187
Operating Officer, 2003 261,138 148,753 13,220
Leisure
and Travel Group
------------------------------------------------------------------------------
GARY L. RAYMOND 2005 435,374 293,878 19,345
President and Chief 2004 386,019 269,248 20,260
Executive Officer, 2003 298,444 103,936 17,046
Intrawest Placemaking
------------------------------------------------------------------------------
JOHN E. CURRIE(8) 2005 240,096 84,634 --
Chief Financial Officer 2004 168,268 86,387 --
------------------------------------------------------------------------------
------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
LONG-TERM COMPENSATION
--------------------------------------------------
AWARDS
--------------------------------------------------
SECURITIES
UNDER DEFERRED
OPTIONS SHARE LTIP ALL OTHER
GRANTED UNITS(5) PAYOUTS(6) COMPENSATION(7)
NAME AND PRINCIPAL POSITION (#) ($) ($) ($)
---------------------------
JOE S. HOUSSIAN 68,000 747,819 1,090,881 306,788
Chairman, President and 65,000 747,314 651,669 283,487
Chief Executive Officer 91,000 222,840 2,154,007 23,679
------------------------------------------------------------------------------
DANIEL O. JARVIS(8) 34,000 -- 163,618 19,982
President and Chief 33,000 -- 97,742 17,964
Executive Officer, 71,000 -- 323,095 14,433
Leisure
and Travel Group
------------------------------------------------------------------------------
HUGH R. SMYTHE 34,000 -- 81,809 17,541
President and Chief 33,000 -- 48,871 16,015
Operating Officer, 46,000 -- 161,547 12,413
Leisure
and Travel Group
------------------------------------------------------------------------------
GARY L. RAYMOND 34,000 -- 81,809 19,116
President and Chief 33,000 -- 48,871 17,391
Executive Officer, 46,000 -- 161,547 13,667
Intrawest Placemaking
------------------------------------------------------------------------------
JOHN E. CURRIE(8) 34,000 -- -- 8,009
Chief Financial Officer 10,000 -- -- 3,861
------------------------------------------------------------------------------
------------------------------------------------------------------------------
(1) All dollar amounts in the Summary Compensation Table and footnotes are in
United States dollars, unless otherwise indicated. The following rates of
exchange were used to convert Canadian dollar amounts to United States
dollar amounts for the fiscal years indicated: 2005 -- 1.2495; 2004 --
1.3428; 2003 -- 1.5112.
(2) Salary amounts for all Named Executive Officers reflect Canadian dollar
salaries approved by the Human Resources Committee and paid by Intrawest,
converted to United States dollar amounts at the average rate of exchange
indicated in footnote 1.
(3) The amounts in this column exclude any portion of a bonus earned in a year
that the Named Executive Officer elected to forego under the Key Executive
Deferred Share Unit Plan. Mr. Houssian elected in all three years to forego
his cash bonus and as a result he received Deferred Share Units. See "Key
Executive Deferred Share Unit Plan."
(4) The value of perquisites and benefits earned by each Named Executive
Officer is less than the lesser of Cdn.$50,000 and 10% of his total annual
salary and bonus. The amounts in this column include the imputed interest
benefit (computed in accordance with the Income Tax Act (Canada)) to the
Named Executive Officers of the interest-free loans made to the Named
Executive Officers pursuant to Intrawest's Funded Senior Employee Share
Purchase Plans (see "Indebtedness of Directors and Executive Officers --
Funded Senior Employee Share Purchase Plans") and the value of dividend
equivalent DSUs credited to the Named Executive Officer corresponding to
dividends declared on Common Shares during the financial year (based on the
average closing price of the Common Shares on the Toronto Stock Exchange
for the five trading days preceding the dates of the dividend payment) (see
"Key Executive Deferred Share Unit Plan.") and the value of additional
unvested shares purchased under the Key Executive Employee Benefit Plan
with additional contributions under that plan approved by the Human
Resources Committee in amounts equal to dividends paid on unvested shares
held under that plan (see "Key Executive Employee Benefit Plan").
(5) Under the Key Executive Deferred Share Unit Plan, the Named Executive
Officers participating therein can elect, prior to the award of a bonus in
any year, to forego all or any portion of the cash bonus which would
otherwise have become payable to them in respect of the year and to receive
DSUs having a value equivalent to the bonus foregone, which is set out in
the table. A total of 29,720 deferred share units were credited to Mr.
Houssian in 2005 (2004 -- 43,161; 2003 -- 15,444). All DSUs are vested.
Additional DSUs are credited under the plan corresponding to dividends
declared on Common Shares at the then prevailing trading price.
(6) No payments have been made in respect of the notional Common Shares earned
over time for each of the calculation periods under the Long-Term Incentive
Plan. For the calculation period ended June 30, 2003 (after giving effect
to an adjustment factor for such period that was based on the attainment of
certain financial performance goals in the two financial years ended June
30, 2005), the Named Executive Officers other than Mr. Currie earned a
number of notional Common Shares as disclosed under "Executive Long-Term
Incentive Plan." The payments to each participant will not be determined or
made until such participant ceases to hold any office or employment with
Intrawest or any of its subsidiaries. The amounts shown for each year
represent the value of the portion of such notional Common Shares
15
that vested at the end of such year based on the closing price of the
Common shares on the Toronto Stock Exchange at such time (and, as described
under such heading, are subject to reduction by up to 10% if the
calculation period ending June 30, 2008 has a cumulative consolidated net
loss).
(7) The amounts in this column include Intrawest's contributions to defined
contribution pension plans, premiums for group life insurance and
contributions made by Intrawest to the Named Executive Officers' accounts
pursuant to Intrawest's Employee Share Purchase Plan. The amounts for Mr.
Houssian in each of 2005 and 2004 include Cdn.$340,000 in respect of
premiums paid on a life insurance policy for the benefit of Mr. Houssian
and his spouse.
(8) Mr. Jarvis was the Chief Financial Officer until May 10, 2004, when Mr.
Currie became the Chief Financial Officer.
(9) In 2002 Intrawest made contributions to a trustee to purchase Common Shares
in the open market which have been held pursuant to the Key Executive
Employee Benefit Plan. See "Key Executive Employee Benefit Plan." As
described under that heading, certain of these shares vested during the
year ended June 30, 2005. The number and value (calculated by multiplying
the closing market price of the Common Shares on June 30, 2005 on the
Toronto Stock Exchange by the number of unvested shares) of the aggregate
holdings of unvested shares of each of the Named Executive Officers at the
end of the most recently completed financial year were: Joe S. Houssian:
77,774; Cdn.$2,285,778; Daniel O. Jarvis: 41,479; Cdn.$1,219,068; Gary L.
Raymond: 50,367; Cdn.$1,480,286. The shares for Mr. Houssian have now all
vested. The remaining unvested shares will vest in December 2005 based on
retention, following which the Key Employee Benefit Plan will expire.
KEY EXECUTIVE DEFERRED SHARE UNIT PLAN
Intrawest's Key Executive Deferred Share Unit Plan allows executive
officers to elect annually to receive all or any portion of their annual
incentive plan cash award ("Annual Incentive Award") that would otherwise have
become payable to them as deferred share units, or DSUs. The actual number of
DSUs credited to an executive officer is determined on the day that the Annual
Incentive Award becomes payable (such date being set out in the notice of the
Annual Incentive Award) by dividing the dollar amount elected by the average
closing price of the Common Shares on the Toronto Stock Exchange for the five
trading days preceding such date. Additional DSUs are credited to participants
corresponding to dividends declared on Common Shares at the then prevailing
trading price. Following the participant ceasing to hold any office or
employment with Intrawest or of any subsidiary or related party, a lump sum cash
payment, net of any applicable tax withholdings, equal to the number of DSUs
credited to the participant's account multiplied by the average closing price of
the Common Shares for the five trading days preceding the date of payment, which
will be 30 days after such termination.
EXECUTIVE LONG-TERM INCENTIVE PLAN
The Long-Term Incentive Plan (the "LTIP") was established in June 1995. The
Committee approved amendments in July 2000 and June 2004 to more closely align
management incentives with overall corporate objectives. Under the LTIP six
employees of Intrawest, including all the Named Executive Officers, will be
entitled to receive cash payments following the participant ceasing to hold any
office or employment with Intrawest or any of its subsidiaries based on a number
of notional Common Shares that are earned over time under the plan. The Named
Executive Officers can earn notional Common Shares for each of four calculation
periods. The calculation periods are:
------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
FOR ALL NAMED EXECUTIVE OFFICERS,
OTHER THAN MR. CURRIE MR. CURRIE
October 1, 1994 to June 30, 1998 July 1, 2004 to June 30, 2008
------------------------------------------------------------------------------------------------
July 1, 1998 to June 30, 2003 July 1, 2008 to June 30, 2013
------------------------------------------------------------------------------------------------
July 1, 2003 to June 30, 2008 July 1, 2013 to June 30, 2014
------------------------------------------------------------------------------------------------
July 1, 2008 to June 30, 2013 July 1, 2014 to June 30, 2015
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
The Named Executive Officers, other than Mr. Currie, are in their third
calculation period. Mr. Currie, who became the Chief Financial Officer in 2004
and joined the plan in July 2004, is in his first calculation period.
In summary, the Plan is designed to incent and reward management for
financial performance based on net earnings and stock price performance. In
addition, there are adjustment factors that further incent management on the
basis of annual compound growth rate in earnings per share and, in respect of
the calculation period ended June 30, 2003, earnings per share levels and net
debt to EBITDA ratios.
16
The number of notional Common Shares earned for each calculation period is
based on a percentage of the cumulative consolidated net income of Intrawest
("percentage of cumulative net income") for the period, adjusted by an
adjustment factor (the "adjustment factor"), divided by the current market price
at the start of the period (the "Common Share market price"), as follows:
percentage of cumulative net income X adjustment factor
-------------------------------------------------------------
Common Share market price
The percentages of cumulative net income are:
CONSOLIDATED NET INCOME
-------------------------------
$CDN.
LESS THAN OR $CDN.
EQUAL MORE
TO 20 MILLION THAN 20 MILLION
------------- ---------------
FISCAL YEARS ENDED:
JUNE 30, 1995, 1996, 1997 AND 1998
Mr. Houssian................................................ 2.67% 1.33 %
Mr. Jarvis.................................................. 0.4 % 0.2 %
Mr. Smythe and Mr. Raymond.................................. 0.2 % 0.1 %
AFTER JUNE 30, 1998
Mr. Houssian................................................ 2.0 % 1.0 %
Mr. Jarvis.................................................. 0.3 % 0.15 %
Mr. Smythe and Mr. Raymond.................................. 0.15% 0.075%
ON OR BEFORE JUNE 30, 2013
Mr. Currie.................................................. 0.15% 0.075%
AFTER JUNE 30, 2013
Mr. Currie.................................................. 0.02% 0.01 %
The Common Share market price for the following calculation periods is as
set out below:
PERIOD COMMENCING $
----------------- ----------
October 1, 1994........................................... Cdn$10.79
July 1, 1998.............................................. Cdn$28.76
July 1, 2003.............................................. Cdn$17.52
July 1, 2004 (Mr. Currie)................................. Cdn$20.46
ADJUSTMENT FACTOR
The adjustment factor was introduced by July 2000 amendments to the LTIP
and applies to the second and subsequent calculation periods for participants
other than Mr. Currie, and all calculation periods for Mr. Currie.
For the calculation period commencing July 1, 1998, the adjustment factor
was based on the attainment of certain financial performance goals for the two
financial years ended June 30, 2004 and 2005. These financial performance goals
related to earnings per share levels and net debt to EBITDA ratios.
For the calculation period commencing July 1, 2003 and subsequent
calculation periods, the adjustment factor adjusts the number of notional Common
Shares based on the annual compound growth rate in earnings per share (EPS
Growth) of Intrawest above a 13% threshold, as follows:
EPS Growth less than or equal to 13%.................. -- no adjustment
EPS Growth more than or equal to 18%................... -- 50% increase in notional Common Shares
EPS Growth more than 13% and less than 18%............. -- pro-rata increase
If in any calculation period there is a cumulative consolidated net loss,
such loss will be applied retroactively to reduce the number of notional Common
Shares, by up to 10%, for the prior calculation period.
The LTIP provides for a reduction in the amount to be paid to a participant
if the employment of a participant is terminated for cause. If the participant's
employment is terminated "without cause" (including the resignation of a
participant as a result of circumstances that would amount to a change in the
responsibilities of a participant following a change in control of Intrawest)
then the amount to be paid to the participant is to include an amount
17
that reflects consolidated net income of Intrawest for the period of reasonable
notice of termination of employment to which such participant would be entitled.
For the calculation periods ended June 30, 1998 and June 30, 2003
respectively (in the case of the calculation period ended June 30, 2003, after
giving effect to the impact of the adjustment factor), the participating Named
Executive Officers earned the following notional Common Shares:
FOUR-YEAR FIVE-YEAR
PERIOD ENDED PERIOD ENDED
JUNE 30, 1998 JUNE 30, 2003
------------- -------------
Mr. Houssian................................................ 217,384 245,145
Mr. Jarvis.................................................. 72,588 36,771
Mr. Smythe.................................................. 36,294 18,386
Mr. Raymond................................................. 36,294 18,386
The estimated LTIP liability is accrued annually in general and
administrative expenses in the financial statements of Intrawest. For the 2005
financial year, U.S.$719,000 was accrued in respect of notional Common Shares
that would have been earned in respect of such financial year if the calculation
period commencing July 1, 2003 had ended on June 30, 2005 and U.S.$3,363,000 was
accrued in respect of notional Common Shares earned as a result of the
adjustment factor for the five-year calculation period ended June 30, 2003 that
were not accrued for in 2004 and for mark-to-market adjustments in respect of
notional Common Shares earned or accrued for under the plan for the current and
all prior fiscal years. In the 2004 financial year a total of U.S.$1,730,000 was
accrued. Although the actual cash payments that are required under the LTIP can
only be determined at the time of the termination of the participant's
employment based on the market price of the Common Shares at that time,
Intrawest expenses annually any mark-to-market changes in share value so as to
fully accrue the estimated LTIP liability.
KEY EXECUTIVE EMPLOYEE BENEFIT PLAN
During the 2002 financial year, the Committee adopted a Key Executive
Employee Benefit Plan ("KEEP") under which the Committee granted awards of
unvested shares, purchased in the open market, to Messrs. Houssian, Jarvis and
Raymond. These shares vest on a combination of attainment of specified financial
performance measures and time. In the event of death or certain other events
vesting may be accelerated.
Prior to vesting, all dividends received on unvested shares are paid by the
trustee to Intrawest. The Human Resources Committee has discretion to cause
Intrawest to pay to the trustee under the Plan, as additional contributions to
be used to purchase additional unvested shares, an amount up to, but not
exceeding, the payment of any dividends so received.
The number of shares acquired under the KEEP on behalf of each of the Named
Executive Officers was as follows:
ORIGINAL TOTAL
AWARD DIVIDENDS
-------- ---------
Mr. Houssian................................................ 202,502 4,834
Mr. Jarvis.................................................. 40,501 1,082
Mr. Raymond................................................. 49,179 1,315
The shares have vested or will vest as follows.
Mr. Houssian................................................ January 2005 77,518
June 2005 51,848
September 2005 77,970
-------
207,336
=======
Mr. Jarvis.................................................. December 2005 41,583
Mr. Raymond................................................. December 2005 50,494
18
STOCK OPTIONS
Intrawest has a Stock Option Plan under which the Human Resources Committee
is authorized, in its discretion, to grant options to purchase Common Shares to
senior officers and employees of Intrawest and its subsidiaries.
As at September 26, 2005, 7 senior executive officers and 52 management
personal participate in the stock option program. For a more complete
description of the Stock Option Plan, see "Securities Authorized for Issuance
Under Equity Compensation Plans -- Stock Option Plan." The Human Resources
Committee has determined that no grants will be made under the Stock Option Plan
in the 2006 financial year, except in possible circumstances involving new
senior executive recruitment.
The following table provides information relating to the grants of options
to purchase Common Shares to the Named Executive Officers during the financial
year ended June 30, 2005.
OPTION GRANTS DURING THE FINANCIAL YEAR ENDED JUNE 30, 2005
------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
MARKET VALUE
% OF TOTAL OF SECURITIES
SECURITIES OPTIONS UNDERLYING
UNDER GRANTED TO OPTIONS ON
OPTIONS EMPLOYEES IN EXERCISE OR THE DATE OF
GRANTED FINANCIAL BASE PRICE GRANT
NAME (#) YEAR (CDN.$/SECURITY) (CDN.$/SECURITY) EXPIRATION DATE
----------------------------------------------------------------------------------------------------------------------
Joe S. Houssian 68,000 16.3 22.07 22.07 July 20, 2014
------------------------------------------------------------------------------------------------------------------------
Daniel O. Jarvis 34,000 8.2 22.07 22.07 July 20, 2014
------------------------------------------------------------------------------------------------------------------------
Hugh R. Smythe 34,000 8.2 22.07 22.07 July 20, 2014
------------------------------------------------------------------------------------------------------------------------
Gary L. Raymond 34,000 8.2 22.07 22.07 July 20, 2014
------------------------------------------------------------------------------------------------------------------------
John E. Currie 34,000 8.2 22.07 22.07 July 20, 2014
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
(1) The above options become exercisable as to 20% of the grant after one year
and then 20% on the anniversary of the grant in each of the next four
years.
The following table provides information relating to the options to
purchase Common Shares exercised by the Named Executive Officers during the
financial year ended June 30, 2005 and the value of any unexercised options on
June 30, 2005.
AGGREGATED OPTION EXERCISES DURING THE FINANCIAL YEAR ENDED
JUNE 30, 2005 AND FINANCIAL YEAR-END OPTION VALUES
-----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
SECURITIES AT JUNE 30, 2005 AT JUNE 30, 2005
ACQUIRED ON AGGREGATE (#) (CDN.$)
EXERCISE VALUE REALIZED -------------------------------- ----------------------------
NAME (#) (CDN.$) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------------------------------------------------------------------------------------------------------------------
Joe S. Houssian -- -- 941,900 364,600 3,280,323 1,699,532
-----------------------------------------------------------------------------------------------------------------------------
Daniel O. Jarvis 25,000 178,250 353,630 147,920 1,859,481 1,000,245
-----------------------------------------------------------------------------------------------------------------------------
Hugh R. Smythe 35,000 271,330 261,250 118,000 1,026,420 787,788
-----------------------------------------------------------------------------------------------------------------------------
Gary L. Raymond 20,000 266,800 286,250 118,000 1,257,420 787,788
-----------------------------------------------------------------------------------------------------------------------------
John E. Currie -- -- 37,600 56,400 135,232 399,218
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
EXECUTIVE PENSION PLAN
Defined Benefit Plan
Intrawest has established the Intrawest Corporation Designated Executives'
Pension Plan (the "Pension Plan"). The Pension Plan provides retirement pensions
for all of its Named Executive Officers. These officers also belong to the
Intrawest Corporation Employee Pension Plan (the "Employee Pension Plan").
19
The Pension Plan is comprised of a registered portion and a non-registered
portion. Together with benefits from the Employee Pension Plan, the registered
portion provides the maximum benefits allowable under the Income Tax Act
(Canada), with any excess provided through the non-registered portion.
The following table sets out the total annual lifetime pension which would
be payable under the Pension Plan based upon retirement at age 60, at various
levels of remuneration and years of credited service.
PENSION PLAN TABLE(1)
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
YEARS OF SERVICE
REMUNERATION -----------------------------------------------------------------------------------
($) 15 20 25 30 35 40
-----------------------------------------------------------------------------------------------------------------------
300,000 90,000 120,000 150,000 180,000 210,000 240,000
400,000 120,000 160,000 200,000 240,000 280,000 320,000
500,000 150,000 200,000 250,000 300,000 350,000 400,000
600,000 180,000 240,000 300,000 360,000 420,000 480,000
700,000 210,000 280,000 350,000 420,000 490,000 560,000
800,000 240,000 320,000 400,000 480,000 560,000 640,000
900,000 270,000 360,000 450,000 540,000 630,000 720,000
1,000,000 300,000 400,000 500,000 600,000 700,000 800,000
1,100,000 330,000 440,000 550,000 660,000 770,000 880,000
1,200,000 360,000 480,000 600,000 720,000 840,000 960,000
1,300,000 390,000 520,000 650,000 780,000 910,000 1,040,000
1,400,000 420,000 560,000 700,000 840,000 980,000 1,120,000
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
----------------------------- ---------------
-------------------------- ----------------------------------------------------------------------------------------------
YEARS OF SERVICE
REMUNERATION -----------------------------------------------------------------------------------
($) 45
-----------------------
300,000 270,000
400,000 360,000
500,000 450,000
600,000 540,000
700,000 630,000
800,000 720,000
900,000 810,000
1,000,000 900,000
1,100,000 990,000
1,200,000 1,080,000
1,300,000 1,170,000
1,400,000 1,260,000
--------------------------------------------------------------
------------------------------------------------------------------------------
(1) All dollar amounts in this table are in United States dollars.
Pensions under the Pension Plan are based on the executive's years of
credited service and highest average remuneration in any 36 consecutive months
of service. Remuneration for purposes of the Pension Plan includes salary and
vacation pay but excludes other forms of compensation such as bonuses,
commissions and taxable benefits, with the exception of Mr. Houssian whose
bonuses (including the amount of bonuses which Mr. Houssian has elected to
forego under the Key Executive Deferred Share Unit Plan) are included subject to
the limitation that the best three years average earnings will be limited to a
maximum of 150% of the amount which would result if bonuses were not included.
At September 26, 2005, Joe S. Houssian, Daniel O. Jarvis, Hugh R. Smythe,
Gary L. Raymond and John E. Currie had 41.64, 16.24, 20.59, 19.24 and 4.24 years
of credited service, respectively. Credited service includes actual service and
may include additional years credited at the discretion of the Human Resources
Committee to reflect historical contributions and other factors. In 2001 the
Human Resources Committee approved five additional years of credited service for
each of Messrs. Houssian, Smythe and Currie under the Pension Plan, conditional
upon vesting on June 30, 2004 in the case of Mr. Houssian and on June 30, 2006
in the case of Messrs. Currie and Smythe, if they are still then employed by
Intrawest. The numbers above reflect the vesting of the additional years of
credited service for Mr. Houssian.
Benefits are paid in a joint and survivor form with 60% of the pension
continuing to the executive's spouse after death. If there is no spouse at
retirement, pensions are paid with a guarantee of 60 monthly payments. There are
no deductions for social security or other offset amounts.
20
Additional Pension Disclosure
The following table provides additional information in respect of pension
benefits for the Named Executive Officers. The amounts disclosed are in United
States dollars and are estimates only and are subject to change over time.
Amounts shown include pension benefits under Intrawest's registered portion of
the pension plan, to which the Named Executive Officers contribute, and the
non-registered portion.
-------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
ACCRUED BENEFIT
2005 LIABILITY(2) ESTIMATED YEARS OF ESTIMATED ANNUAL
NAMED EXECUTIVE OFFICER SERVICE COSTS(1) AT JUNE 30, 2005 SERVICE AT AGE 60(3) BENEFITS AT AGE 60(4)
-----------------------------------------------------------------------------------------------------------------------
Joe S. Houssian 301,000 12,428,000 44.92 1,081,000
Daniel O. Jarvis 100,000 1,559,000 20.82 171,900
Hugh R. Smythe 114,000 2,402,000 27.24 177,500
Gary L. Raymond 68,000 1,286,000 27.87 208,100
John E. Currie 49,000 193,000 19.12 70,600
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
(1) Service cost is the value of the estimated pension earned for pensionable
service in 2005. The value has been determined using the same actuarial
assumptions as those used to determine the pension plan obligations at June
30, 2005 as set out in note 17 to the 2005 consolidated financial
statements.
(2) Annual benefit liability has been accrued in the financial statements and
represents the actuarial value of estimated obligations for service to June
30, 2005. The value has been determined using the same actuarial
assumptions as those used to determine the pension plan liabilities at June
30, 2005 as set out in note 17 to the 2005 consolidated financial
statements.
(3) Amounts in this column include five additional years of service awarded by
the Human Resources Committee to Messrs. Houssian, Smythe and Currie on the
basis of retention, and 7.68 years of service awarded by Intrawest to Mr.
Houssian for years prior to 1995 in lieu of cash compensation.
(4) Amounts in this column are based on 2005 compensation levels and assume
accrued years of service to age 60 for each of the Named Executive
Officers.
LIFE INSURANCE POLICY
Intrawest purchased a life insurance policy for Mr. Houssian and pays the
eight annual premiums of Cdn.$340,000 under the policy, commencing with the
initial premium that was paid in November 2003. The policy provides for life
insurance in the face amount of Cdn.$10 million and is payable on death to Mr.
Houssian's spouse. The policy is owned by Mr. Houssian.
TERMINATION OF EMPLOYMENT, CHANGE IN RESPONSIBILITIES AND EMPLOYMENT CONTRACTS
Intrawest has entered into employment contracts with each of the Named
Executive Officers. Pursuant to these employment contracts, the Named Executive
Officers participate in all benefit plans, arrangements and other perquisites
that Intrawest implements from time to time for executive officers, and are
entitled to certain other perquisites.
Intrawest may terminate the employment of the Named Executive Officers with
Intrawest upon two (or in the case of Mr. Houssian, three) years' prior notice
or, in lieu of notice, by paying to the Named Executive Officer an amount equal
to two (or in the case of Mr. Houssian, three) times his annual salary plus two
times the average amount of the bonus paid or payable to the Named Executive
Officer in the last two completed fiscal years of Intrawest most recently
preceding the date of termination. In addition, in such event, the Named
Executive Officer is entitled to be paid amounts that would otherwise be paid or
credited to benefit plans and arrangements in effect for his benefit for the two
(or in the case of Mr. Houssian, three) years following the termination of his
employment.
Each employment contract provides for the payment to the Named Executive
Officer of the amounts referred to above in the event the Named Executive
Officer resigns in certain circumstances including a significant change in his
responsibilities or in certain circumstances following a change in control of
Intrawest. Each contract also provides that the period of reasonable notice of
termination for the Named Executive Officer under the LTIP in such event will be
three years in the case of Mr. Houssian and two years in the case of the other
Named Executive Officers.
In addition, as described under "Executive Long-Term Incentive Plan," the
Named Executive Officers participate in the LTIP and will be entitled to receive
payments thereunder at the termination of their employment, as described under
that heading.
21
The amount of the payments required to be made under the employment
contracts can only be determined at the time such payments are made.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information as at June 30, 2005 with respect
to compensation plans under which equity securities of Intrawest are authorized
for issuance.
---------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
NUMBER OF SECURITIES
REMAINING AVAILABLE FOR
NUMBER OF SECURITIES TO WEIGHTED AVERAGE FUTURE ISSUANCE UNDER EQUITY
BE ISSUED UPON EXERCISE EXERCISE PRICE OF COMPENSATION PLANS
OF OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, (EXCLUDING SECURITIES
WARRANTS AND RIGHTS WARRANTS AND RIGHTS REFLECTED IN COLUMN (A))
-----------------------------------------------------------------------------------------------------------------------
PLAN CATEGORY (a) (b) (c)
---------------------------------------------------------------------------------------------------------------------------------
Equity compensation plans approved 4,004,200(1) Cdn.$24.67 123,118(1)(2)
by securityholders
---------------------------------------------------------------------------------------------------------------------------------
Equity compensation plans not -- -- --
approved by securityholders
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
(1) This represents 8.32% of the outstanding Common Shares of Intrawest at June
30, 2005. Together with the 123,118 (0.26%) remaining available securities
under this plan, this represents 8.58% of the outstanding Common Shares of
Intrawest.
(2) In addition, the Corporation has authorized a total of 100,000 Common
Shares that remain available for issuance under Intrawest's Employee Share
Purchase Plan. Intrawest has not issued shares pursuant to this plan since
December 1997.
There is no compensation plan under which equity securities of Intrawest
are authorized for issuance that was adopted without approval of
securityholders.
All new equity compensation plans and material revisions to the terms of
such plans are subject to approval by shareholders of Intrawest under the rules,
requirements and policies of the TSX and the NYSE. Where, under such rules,
requirements and policies, equity compensation plans are not subject to
shareholder approval, the plans must be approved by the Human Resources
Committee and the Board.
STOCK OPTION PLAN
Intrawest has a Stock Option Plan (herein referred to as the "Stock Option
Plan" or the "Plan") under which the Human Resources Committee is authorized, in
its discretion, to grant options to purchase Common Shares to senior officers
and employees of Intrawest, its subsidiaries and limited partnerships of which
the general partner is Intrawest or a subsidiary of Intrawest.
The following table sets out the total number of Common Shares which may be
issued from and after the date of this Circular pursuant to options granted
under the Plan, the number of Common Shares potentially issuable pursuant to
options outstanding and unexercised under the Plan, and the remaining number of
Common Shares available to be issued pursuant to options granted from and after
the date of this Circular.
----------------------------------------------------------------------------------------------------------------
COMMON SHARES AVAILABLE FOR FUTURE
COMMON SHARES ISSUABLE UNDER PLAN COMMON SHARES ISSUABLE PURSUANT TO ISSUANCE PURSUANT TO OPTIONS GRANTED
FROM AND AFTER SEPTEMBER 26, 2005 OUTSTANDING UNEXERCISED OPTIONS AFTER SEPTEMBER 26, 2005
----------------------------------------------------------------------------------------------------------------
MAXIMUM NUMBER OF NUMBER OF
NUMBER PERCENTAGE COMMON SHARES PERCENTAGE COMMON SHARES PERCENTAGE
----------------------------------------------------------------------------------------------------------------
3,939,218 8.2(1) 3,816,100 7.9(1) 123,118 0.25(1)
96.9(2) 3.1(2)
----------------------------------------------------------------------------------------------------------------
(1) Approximate percentage of Intrawest's outstanding Common Shares on a
non-diluted basis as at the date of this Information Circular.
(2) Approximate percentage of the 3,941,218 total number of Common Shares which
may be issued from and after the date of this Information Circular referred
to in the first column.
22
The maximum number of Common Shares which may be reserved for issuance to
"insiders" pursuant to options granted under the Plan and any other "share
compensation arrangement," or issued to insiders under the Plan and any other
share compensation arrangement within a one-year period, is 10% of the number of
Common Shares outstanding. The maximum number of Common Shares that may be
issued to any one insider under the Plan and any other share compensation
arrangement within a one-year period is 5% of the number of Common Shares
outstanding. For the purposes of the foregoing (i) "insider" means an insider of
Intrawest, as defined under applicable securities laws (other than a person who
falls within that definition solely by virtue of being a director or senior
officer of a subsidiary) and an associate of any such insider; (ii) "share
compensation arrangement" means any stock option, stock option plan, employee
share purchase plan or other compensation or incentive mechanism involving the
issuance or potential issuance of Common Shares to one or more employees or
insiders of Intrawest or any of its subsidiaries or other persons engaged to
provide ongoing management or consulting services for Intrawest or for an entity
controlled by Intrawest (including a share purchase from treasury that is
financially assisted by Intrawest; (iii) any entitlement to acquire Common
Shares granted pursuant to the Plan or any other share compensation arrangement
prior to the grantee becoming an insider is excluded; and (iv) the number of
Common Shares outstanding is to be determined on a non-diluted basis and on the
basis of the number of Common Shares outstanding at the time of the reservation
or issuance, as the case may be, excluding Common Shares issued under the Plan
or under any other share compensation arrangement over the preceding one-year
period. The aggregate number of Common Shares reserved for issuance to any
participant pursuant to all options granted to such participant may not exceed
5% of the number of Common Shares that are outstanding immediately after giving
effect to any option grant.
The exercise price for each option granted under the Plan will be
determined by the Human Resources Committee which may not be less than the
closing price for the Common Shares on the TSX on the trading day preceding the
date of grant (or if no trade of Common Shares occurred on the TSX on such date,
the simple average of the high and low board lot trading prices per share for
the Common Shares on the TSX on the five trading days immediately preceding such
date on which trade of a board lot of Common Shares occurred).
Subject to certain limitations contained in the Plan, options to acquire
Common Shares may, at the discretion of the Human Resources Committee, provide
that the option may not be exercised except in accordance with such limitations
based on the passage of time after the option is granted, the satisfaction of
specified performance criteria relating generally to Intrawest or particularly
to the optionee, or the satisfaction or fulfilment of any other conditions (or
any combination of the foregoing), and subject to such provisions as the Human
Resources Committee may in its discretion determine to be appropriate. Each
option will expire on the earlier of (i) the date determined by the Human
Resources Committee, provided that such date may not be later than the earlier
of (A) the tenth anniversary of the date of grant; and (B) the latest date
permitted under the applicable rules and regulations of all regulatory
authorities, including the TSX and the NYSE, and (ii) the date which is the 90th
day after the date on which the optionee ceases to be a senior officer or
employee of Intrawest or a subsidiary of Intrawest. Each option outstanding
under the Plan expires, in the ordinary course, ten years after the date of the
grant.
Typically, most options granted under the Plan cannot be exercised until
the expiry of one year from the date of grant. Thereafter, during each of the
next five succeeding years, up to 20% of the Common Shares subject to option can
be purchased on a cumulative basis. The Human Resources Committee may, in its
discretion, permit early exercise of options. Options are not assignable or
transferable and are exercisable only by the optionee or his or her legal
representative.
In the event of a formal takeover bid being made for the Common Shares, any
option may, notwithstanding the times specified for exercise, be exercisable in
full for the purpose of tendering the Common Shares under such bid. In the event
of an amalgamation, arrangement, consolidation or other transaction pursuant to
which the interest of holders of Common Shares may be compulsorily terminated,
Intrawest may terminate options granted under the Plan and pay the holder the
fair value of the option.
The Plan provides that the Human Resources Committee has the right at any
time to amend the Plan. Any such amendment is subject to applicable stock
exchange requirements. TSX and NYSE requirements require shareholder approval
for certain material amendments to the Plan.
23
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
AGGREGATE INDEBTEDNESS
The following table sets out the aggregate indebtedness of all executive
officers, directors, employees and former executive officers, directors and
employees of Intrawest or any of its subsidiaries to Intrawest or any of its
subsidiaries and to another entity if the indebtedness is the subject of a
guarantee, support agreement, letter of credit or other similar arrangement or
understanding provided by Intrawest or any of its subsidiaries outstanding as at
September 26, 2005 entered into in connection with a purchase of securities and
all other indebtedness.
AGGREGATE INDEBTEDNESS ($)
---------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
TO INTRAWEST
PURPOSE OR ITS SUBSIDIARIES TO ANOTHER ENTITY
-------------------------------------------------------------------------------------------------------------------------------
Share purchases Cdn.$4,887,014 --
---------------------------------------------------------------------------------------------------------------------------------
Other -- --
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS UNDER SECURITIES PURCHASE AND
OTHER PROGRAMS
Other than as set out below, no director, executive officer or senior
officer of Intrawest, no proposed nominee for election as a director of
Intrawest and no associate of any such director, officer or proposed nominee,
is, or at any time since the beginning of the most recently completed financial
year of Intrawest has been, indebted to Intrawest or any of its subsidiaries,
other than in respect of routine indebtedness. No indebtedness of any such
person to another entity is, or at any time since the beginning of the most
recently completed financial year has been, the subject of a guarantee, support
agreement, letter of credit or other similar arrangement or understanding
provided by Intrawest or any of its subsidiaries.
FUNDED SENIOR EMPLOYEE SHARE PURCHASE PLAN
Intrawest has a Funded Senior Employee Share Purchase Plan that was adopted
in 2002. Under this plan Intrawest may make loans to designated eligible
employees to be used for the purchase of Common Shares in the open market.
Shares are purchased by Computershare Trust Company of Canada as trustee to be
held in trust for the benefit of the employees and as security for the loans.
The Plan is administered by the Human Resources Committee, which is authorized
to designate as eligible employees any bona fide full-time employees of
Intrawest and of designated subsidiaries of Intrawest. The loans are
interest-free and are for terms of up to ten years as determined by the Human
Resources Committee. Intrawest pays all administrative expenses of the Plan,
including trustee fees.
In addition to the Funded Senior Employee Share Purchase Plan, Intrawest
makes contributions on behalf of participants in Intrawest's employee share
purchase plans which amounts are used by a trustee to purchase Common Shares in
the open market.
24
The following table sets forth indebtedness of directors and executive
officers in connection with the purchase of Common Shares under the 2002 Funded
Share Purchase Plan. The aggregate amount of such indebtedness of all directors,
officers and employees of Intrawest on September 26, 2005 was Cdn.$4,887,014.
TABLE OF INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
UNDER SECURITIES PURCHASE AND OTHER PROGRAMS
---------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
INVOLVEMENT LARGEST AMOUNT
OF OUTSTANDING DURING AMOUNT
INTRAWEST YEAR ENDED OUTSTANDING AS AT
OR JUNE 30, 2005 SEPTEMBER 26, 2005 SECURITY FOR
NAME AND PRINCIPAL POSITION SUBSIDIARY (CDN.$) (CDN.$) INDEBTEDNESS
-------------------------------------------------------------------------------------------------------------------------------
SECURITIES PURCHASE PROGRAMS
Joe S. Houssian(1) Lender 2,532,110(2) 2,506,872 Common
Chairman, President and Chief Executive Officer Shares
---------------------------------------------------------------------------------------------------------------------------------
Daniel O. Jarvis Lender 493,429(2) 488,511 Common
President and Chief Executive Officer, Leisure Shares
and Travel Group
---------------------------------------------------------------------------------------------------------------------------------
Hugh R. Smythe Lender 466,678(2) 92,507 Common
President and Chief Operating Officer, Leisure Shares
and Travel Group
---------------------------------------------------------------------------------------------------------------------------------
Gary R. Raymond Lender 590,660(2) 584,773 Common
President and Chief Executive Officer, Shares
Intrawest Placemaking
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(1) Mr. Houssian is also a director of Intrawest.
(2) This indebtedness is in relation to loans made in 2002 pursuant to the 2002
Funded Share Purchase Plan and which were for a term of ten years each
maturing on January 15, 2012.
No securities were purchased during the most recently completed financial
year with financial assistance. None of the indebtedness was forgiven at any
time during the most recently completed financial year. There was no material
adjustment or amendment made during the most recently completed financial year
to the terms of the indebtedness.
DIRECTORS' AND OFFICERS' LIABILITY INSURANCE
Intrawest maintains directors' and officers' liability insurance in the
aggregate amount of US$35 million, subject to a deductible in respect of
corporate reimbursement of $1,000,000 for each loss. In any case in which
Intrawest is not permitted by law to reimburse the insured, the deductible is
nil.
In the year ended June 30, 2005, the aggregate amount charged against
earnings by Intrawest for the premium paid in respect of such insurance was
US$588,690. The policy does not specify that any part of the premium is paid in
respect of either directors as a group or officers as a group.
GENERAL
APPOINTMENT AND REVOCATION OF PROXIES
The persons named in the enclosed form of proxy are directors of Intrawest.
A SHAREHOLDER OF THE CORPORATION HAS THE RIGHT TO APPOINT A PERSON TO
ATTEND AND ACT AS PROXYHOLDER ON THE SHAREHOLDER'S BEHALF AT THE MEETING OTHER
THAN THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY. IF A SHAREHOLDER DOES NOT
WANT TO APPOINT EITHER PERSON SO NAMED, THE SHAREHOLDER SHOULD INSERT IN THE
BLANK SPACE PROVIDED THE NAME AND ADDRESS OF THE PERSON WHOM THE SHAREHOLDER
WISHES TO APPOINT AS PROXYHOLDER. THAT PERSON NEED NOT BE A SHAREHOLDER OF THE
CORPORATION.
A shareholder who has given a proxy may revoke it by (a) signing a proxy
bearing a later date and depositing it as provided under "Deposit of Proxy,"
below; (b) signing and dating a written notice of revocation (in the same manner
as the enclosed form of proxy is required to be executed, as set out under
"Validity of Proxy," below) and depositing such notice either at the registered
office of the Corporation, P.O. Box 10424, Pacific Centre,
25
Suite 1300 - 777 Dunsmuir Street, Vancouver, British Columbia, Canada V7Y 1K2,
Attention: Trevor Bell at any time up to and including the last business day
preceding the day of the Meeting or with the chairman of the Meeting on the day
of the Meeting, (c) attending the Meeting in person and registering with the
scrutineer thereat as a shareholder present in person and signing and dating a
written notice of revocation or (d) in any other manner permitted by law. Such
revocation will have effect only in respect of those matters upon which a vote
has not already been cast pursuant to the authority conferred by the proxy.
VOTING OF SHARES REPRESENTED BY PROXY
A proxy in the form of the enclosed form of proxy will confer discretionary
authority upon a proxyholder named therein with respect to the matters
identified in the enclosed Notice of Annual Meeting and in the form of proxy for
which no choice is specified (and with respect to amendments and variations
thereto and any other matter that may properly be brought before the Meeting).
The shares of a shareholder represented by proxy will be voted or withheld
from voting in accordance with the instructions of the shareholder on any ballot
that may be called for and, if the shareholder specifies with certainty a choice
with respect to any matter to be acted upon, the shares of the shareholder will
be voted accordingly.
In accordance with the rules of the New York Stock Exchange, brokers and
nominees may be precluded from exercising their voting discretion with respect
to certain matters to be acted upon (e.g., any proposal which would
substantially affect the rights or privileges of the Common Shares or adoption
or revision of equity compensation plans) and thus, in the absence of specific
instructions from the beneficial owner of shares, will not be empowered to vote
the shares on such matters. A broker non-vote will not be counted in determining
the number of shares necessary for approval of the proposals. Shares represented
by such broker non-votes will, however, be counted for purposes of determining
whether there is a quorum.
IF NO CHOICE IS SPECIFIED BY A SHAREHOLDER IN A PROXY WITH RESPECT TO A
MATTER IDENTIFIED THEREIN AND ONE OF THE PERSONS NAMED IN THE ENCLOSED FORM OF
PROXY IS APPOINTED AS PROXYHOLDER, THE SHARES OF THE SHAREHOLDER REPRESENTED BY
THE PROXY WILL BE VOTED IN FAVOR OF SUCH MATTER.
VALIDITY OF PROXY
A PROXY WILL NOT BE VALID UNLESS IT IS DATED AND SIGNED BY THE SHAREHOLDER
OR BY THE SHAREHOLDER'S ATTORNEY DULY AUTHORIZED IN WRITING. IN THE CASE OF A
SHAREHOLDER THAT IS A CORPORATION, A PROXY WILL NOT BE VALID UNLESS IT IS
EXECUTED UNDER ITS SEAL OR BY A DULY AUTHORIZED OFFICER OR AGENT OF, OR ATTORNEY
FOR, SUCH CORPORATE SHAREHOLDER. IF A PROXY IS EXECUTED BY AN ATTORNEY OR AGENT
FOR AN INDIVIDUAL SHAREHOLDER OR JOINT SHAREHOLDERS, OR BY AN OFFICER, ATTORNEY,
AGENT OR OTHER AUTHORITY FOR A CORPORATE SHAREHOLDER, THE INSTRUMENT EMPOWERING
THE OFFICER, ATTORNEY OR AGENT, AS THE CASE MAY BE, OR A NOTARIAL COPY THEREOF,
SHOULD ACCOMPANY THE PROXY.
A vote cast in accordance with the terms of a proxy will be valid
notwithstanding the previous death, incapacity or bankruptcy of the shareholder
or intermediary on whose behalf the proxy was given or the revocation of the
appointment, unless written notice of such death, incapacity, bankruptcy or
revocation is received by the chairman of the Meeting at any time before the
vote is cast.
DEPOSIT OF PROXY
IN ORDER TO BE VALID AND EFFECTIVE, PROXIES MUST BE DEPOSITED WITH CIBC
MELLON TRUST COMPANY, 1066 WEST HASTINGS STREET, SUITE 1600, THE OCEANIC PLAZA,
VANCOUVER, BRITISH COLUMBIA, CANADA V6E 3X1 BY NO LATER THAN 11:00 A.M.
(VANCOUVER TIME) ON NOVEMBER 4, 2005.
NON-REGISTERED SHAREHOLDERS
Non-registered shareholders whose shares may be registered in the name of a
third party, such as a broker or trust company, may exercise voting rights
attached to shares beneficially owned by them. Applicable securities laws
require intermediaries, or the Corporation, if it directly sends materials to
non-registered holders, to seek voting instructions from non-registered
shareholders. Accordingly, unless a non-registered shareholder has previously
instructed their intermediaries that they do not wish to receive materials
relating to shareholders' meetings, non-registered shareholders should receive
or have already received from the Corporation or their intermediary either a
request for voting instructions or a proxy form. In either case, non-registered
shareholders have the right to exercise voting rights attached to shares owned
by them, including the right to attend and vote the shares directly at
26
the Meeting. These securityholder materials are being sent to both registered
and non-registered owners of the securities. If you are a non-registered owner,
and Intrawest or its agent has sent these materials directly to you, your name
and address and information about your holdings of securities have been obtained
in accordance with applicable securities regulatory requirements from the
intermediary holding on your behalf.
There are two kinds of non-registered owners of Common Shares -- those who
object to their name being made known to the Corporation (called OBOs or
Objecting Beneficial Owners) and those who do not object to the Corporation
knowing who they are (called NOBOs or Non-Objecting Beneficial Owners). After
September 1, 2004, Canadian securities laws permit the Corporation to request
and obtain a list of its NOBOs from intermediaries and use that list to
distribute proxy-related materials directly to NOBOs. Intrawest has decided to
take advantage of these provisions.
By choosing to send these materials to you directly, Intrawest (and not the
intermediary holding on your behalf) has assumed responsibility for (i)
delivering these materials to you, and (ii) executing your proper voting
instructions. As a result, if you are a NOBO, you can expect to receive a Voting
Instructions Form ("VIF") from CIBC Mellon Trust Company (the "Transfer Agent"),
or one of its affiliates. Please return your voting instructions as specified in
the request for voting instructions. The Transfer Agent will tabulate the
results of the VIFs received from NOBOs and will provide appropriate
instructions at the Meeting with respect to the Common Shares represented by the
VIFs they receive.
If you wish to attend the Meeting and vote in person, or appoint another
person to attend and vote on your behalf, write your name, or the name of your
appointee, in the place provided for that purpose in the VIF.
If you are an OBO, you should receive or have already received from your
intermediary either a request for voting instructions or a proxy form.
Intermediaries have their own mailing procedures and provide their own
instructions. These procedures may allow voting by telephone, on the Internet,
by mail or by fax. In these circumstances the non-registered holder should
follow the procedure in the directions and instructions provided by or on behalf
of the intermediary and insert their name in the space provided on the request
for voting instructions or proxy form or request a form of proxy that will grant
the non-registered holder the right to attend the meeting and vote in person.
Non-registered shareholders should carefully follow the directions and
instructions of their intermediary, including those regarding when and where the
completed request for voting instructions or form of proxy is to be delivered.
Only registered shareholders have the right to revoke a proxy.
Non-registered shareholders who wish to change their vote must, in sufficient
time in advance of the Meeting, arrange for their intermediaries to change the
vote and if necessary revoke their proxy.
AMENDMENTS OR VARIATIONS AND OTHER MATTERS
The management of Intrawest is not now aware of any amendments to or
variations of any of the matters identified in the enclosed Notice of Annual
Meeting nor of any other matter which may be brought before the Meeting.
However, a proxy in the form of the enclosed form will confer discretionary
authority upon a proxyholder named therein to vote on any amendments to or
variations of any of the matters identified in the enclosed Notice of Annual
Meeting and on any other matter which may properly be brought before the
Meeting.
VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SHARES
Intrawest has issued and there are outstanding 48,308,026 Common Shares.
Holders of Common Shares are entitled to one vote for each Common Share held.
Shareholders of record at the close of business on September 22, 2005 are
entitled to receive notice of and to attend and vote at the Meeting.
To the knowledge of the directors and executive officers of Intrawest,
there is no person who beneficially owns, directly or indirectly, or exercises
control or direction over, Common Shares carrying 10% or more of the voting
rights attached to all voting securities of Intrawest.
27
SHAREHOLDER PROPOSALS
Shareholder proposals must be submitted no later than June 30, 2006 to be
considered for inclusion in the management information circular and the form of
proxy for the 2006 Annual Meeting, which is expected to be held on or about
November 6, 2006.
ADDITIONAL INFORMATION
Additional information relating to Intrawest is available at Intrawest's
web site at www.intrawest.com and on SEDAR at www.sedar.com. Financial
information is provided in Intrawest's comparative financial statements and
Management's Discussion and Analysis for the most recently completed financial
year. Intrawest will provide upon request to the Corporate Secretary its
comparative consolidated financial statements and Management's Discussion and
Analysis for its most recently completed financial year together with the
accompanying report of the auditor, one copy of the most recent interim
financial statements of the Corporation for any period subsequent to the
financial statements for the Corporation's most recently completed financial
year and the Corporation's information circular in respect of its most recent
annual meeting of shareholders that involved the election of directors.
Intrawest may require the payment of a reasonable charge if a person who is not
a securityholder of Intrawest makes the request for information.
APPROVAL OF CIRCULAR
The Board of Directors of Intrawest has approved the contents of this
Information Circular and authorized its mailing.
[-sig- Joe Houssian]
Vancouver, British Columbia Joe S. Houssian
September 26, 2005 Chairman of the Board
28
SCHEDULE A
INTRAWEST CORPORATION
MANDATE OF THE BOARD OF DIRECTORS
STEWARDSHIP
The Board is responsible for the stewardship of the Corporation, including
responsibility for:
- Adopting a strategic planning process, reviewing and approving, at least
annually, a strategic business plan that takes into account the
opportunities and risks of the business, and monitoring the
implementation of the business plan by management.
- Selecting the Chief Executive Officer ("CEO"), appointing executive
management and monitoring their performance.
- Satisfying itself as to the integrity of the CEO and other executive
officers and that the CEO and other executive officers create a culture
of integrity throughout the organization.
- Together with the CEO, developing and maintaining a clear written
position description for the CEO, including delineating management's
responsibilities and approving the corporate goals that the CEO is
responsible for meeting.
- Identifying the principal risks of the Corporation's business and
ensuring the implementation of the appropriate systems to manage these
risks.
- Overseeing succession planning for the Corporation including appointing
and monitoring senior management.
- Adopting a communications policy which deals with how the Corporation
interacts with analysts, investors and the public.
- Developing and maintaining clear written position descriptions for the
Lead director and the chair of each committee of the Board.
- Developing the Corporation's approach to corporate governance.
29
SCHEDULE B
INTRAWEST CORPORATION
AUDIT COMMITTEE CHARTER
I. AUDIT COMMITTEE PURPOSE
The Audit Committee is appointed by the Board of Directors to assist the Board
in fulfilling its oversight responsibilities for:
- The integrity of the Corporation's financial statements.
- The Corporation's compliance with legal and regulatory requirements.
- The independent auditor's qualifications and independence.
- The performance of the Corporation's internal audit function and
external auditors.
The Audit Committee has authority to conduct or authorize investigations into
any matters within its scope of responsibility. It is empowered to:
- Propose the appointment, approve the compensation and oversee the work
of the public accounting firm employed by the Corporation to conduct the
annual audit. This firm will report directly to the Audit Committee.
- Resolve any disagreements between management and the external auditor
regarding financial reporting.
- Pre-approve all auditing and permitted non-audit services performed by
the Corporation's external auditor.
- Retain independent counsel, accountants or others to advise the
Committee or assist in the conduct of an investigation.
- Seek any information it requires from employees, all of whom are
directed to cooperate with the Committee's requests, or external
parties.
- Meet with the Corporation's officers, external auditors or outside
counsel, as necessary.
II. AUDIT COMMITTEE COMPOSITION AND MEETINGS
The Audit Committee shall be comprised of three or more directors, each of whom
shall be independent of management and free from any relationship that could, in
the view of the Board of Directors, be reasonably expected to interfere with the
exercise of their independent judgment as a member of the Committee. All members
of the Committee shall be financially literate and at least one member of the
Committee shall be designated as a financial expert as defined by applicable
legislation and regulation. Committee members are appointed by the Board. From
time to time the Board may appoint additional members of the Committee, or
remove any member from the Committee.
The Committee shall meet at least four times annually, or more frequently as
circumstances dictate. The Audit Committee Chairman shall prepare and/or approve
an agenda in advance of each meeting. The Committee will invite members of
management, auditors or others to attend meetings and provide pertinent
information, as necessary. It will meet separately, periodically, with
management, with internal auditors and with external auditors. It will also meet
periodically in executive session.
III. AUDIT COMMITTEE RESPONSIBILITIES
The Committee will carry out the following responsibilities:
A. FINANCIAL REPORTING
- Review significant accounting and reporting issues and understand their
impact on the financial statements.
- Discuss the annual audited financial statements and quarterly financial
statements with management and the external auditors, including the
Corporation's disclosures under "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and approve the financial
statements and recommend their approval to the Board.
30
- Review disclosures made by the Chief Executive Officer and Chief
Financial Officer during the certification process.
- Discuss earnings news releases as well as financial information and
earnings guidance provided to analysts and rating agencies.
B. INTERNAL CONTROL
- Review reports on the effectiveness of the Corporation's internal
control system, including information technology security and control.
- Understand the scope of the internal and external auditors' review of
internal control over financial reporting, and obtain reports on
significant findings and recommendations, together with management's
responses.
C. EXTERNAL AUDIT
- Review the external auditor's proposed audit scope and approach,
including coordination of audit effort with internal audit.
- Review the performance of the external auditors and recommend their
appointment or discharge to the Board.
- Ensure the rotation of the lead audit partner every five years and other
audit partners every seven years and consider whether there should be
regular rotation of the audit firm itself.
- Present its conclusions with respect to the external auditor to the full
Board.
D. INTERNAL AUDIT
- Review with management and the Vice President, Internal Audit Services
the charter, plans, activities, staffing and organizational structure of
the internal audit function.
- Confirm and assure the independence of the internal audit function and
concur in the appointment, replacement or dismissal of the Vice
President, Internal Audit Services.
- Review the effectiveness of the internal audit function.
- Meet separately with the Vice President, Internal Audit Services, on a
regular basis, to discuss any matters that the Committee or internal
audit believes should be discussed privately.
E. COMPLIANCE
- Review with the Corporation's counsel and management, at least annually,
any legal matters that could have a significant impact on the
organization's financial statements.
- Review with management the effectiveness of the Corporation's system for
monitoring compliance with applicable laws, regulations and inquiries
received from regulators or governmental agencies.
- Establish procedures for the receipt, retention and treatment of
complaints received by the Corporation regarding accounting, internal
control or auditing matters and for the confidential, anonymous
submission by employees of the Corporation regarding questionable
accounting or auditing matters.
- Monitor, review and oversee compliance by directors and officers of the
Corporation of the Standards of Business Conduct and report to the Board
regarding such compliance.
IV. OTHER RESPONSIBILITIES
- Maintain minutes of meetings and report regularly to the Board of
Directors about Committee activities.
- Review and assess the adequacy of this Charter at least annually and
submit the Charter to the Board of Directors for approval.
- Assess annually the effectiveness of the Committee against its Charter
and report the results of the assessment to the Board.
- Perform any other activities consistent with this Charter, as requested
by the Board.
31
SCHEDULE C
INTRAWEST CORPORATION
CORPORATE GOVERNANCE AND NOMINATING COMMITTEE CHARTER
I. CORPORATE GOVERNANCE AND NOMINATING COMMITTEE PURPOSE
The Corporate Governance and Nominating Committee is appointed by the Board of
Directors to assist the Board in fulfilling its responsibility to shareholders,
potential shareholders and the investment community regarding corporate
governance and the nomination process for directors of the Corporation.
The Corporate Governance and Nominating Committee has the authority to conduct
any investigation appropriate to fulfilling its responsibilities. The Corporate
Governance and Nominating Committee can retain, at the Corporation's expense,
special consultants or experts it deems necessary in the performance of its
duties.
II. CORPORATE GOVERNANCE AND NOMINATING COMMITTEE COMPOSITION AND MEETINGS
The Corporate Governance and Nominating Committee shall be comprised of a
minimum of three directors, each of whom shall be independent of management and
free from any relationship that could, in the view of the Board of Directors, be
reasonably expected to interfere with the exercise of their independent judgment
as a committee member. Committee members are appointed by the Board. From time
to time the Board may appoint additional members of the Committee, or remove any
member from the Committee.
The Committee shall meet at least twice annually. The Corporate Governance and
Nominating Committee Chairman shall prepare and/or approve an agenda in advance
of each meeting.
III. CORPORATE GOVERNANCE AND NOMINATING COMMITTEE RESPONSIBILITIES AND DUTIES
(i) Review Procedures
1. Consider and review criteria for selecting candidates for possible
election to the Board in light of the Corporation's circumstances and
needs.
2. Recommend to the Board individuals for nomination for election as
directors of the Corporation at annual meetings of shareholders.
3. Recommend to the Board individuals for appointment as directors of the
Corporation to fill vacancies or for newly created director positions.
4. Review, at least annually, the size and composition of the Board, taking
into account age, geographical representation, competencies and skills and
other issues it considers appropriate.
5. Review and assess the adequacy of the Corporation's policies and practices
on corporate governance, the effectiveness of the Board as a whole, its
size and composition, its committees and the individual performance of its
directors.
6. Review annually the Corporation's directors' and officers' third-party
liability insurance to ensure adequacy of coverage.
7. Review annually and recommend to the Board the compensation structure for
non-employee directors for Board and committee service.
8. Review and approve an appropriate orientation and education program for
new members of the Board.
9. Consider and, if thought fit, approve requests from directors or
committees of directors for the engagement of outside advisors, such
engagement to be at the Corporation's expense.
(ii) Other Responsibilities
10. Annually assess the effectiveness of the Committee against its Charter and
report the results of the assessment to the Board.
11. Perform any other activities consistent with this Charter, the
Corporation's by-laws, and governing law, as the Committee or the Board
deems necessary or appropriate.
12. Maintain minutes of meetings and regularly report to the Board of
Directors about Committee activities.
32
SCHEDULE D
INTRAWEST CORPORATION
HUMAN RESOURCES COMMITTEE CHARTER
I. HUMAN RESOURCES COMMITTEE PURPOSE
The Human Resources Committee is appointed by the Board of Directors to assist
the Board in fulfilling its responsibility to shareholders, potential
shareholders and the investment community regarding the levels and form of total
compensation paid to the Corporation's employees.
II. HUMAN RESOURCES COMMITTEE COMPOSITION AND MEETINGS
The Human Resources Committee shall be comprised of at least three directors,
each of whom shall be independent of management and free from any relationship
that could, in the view of the Board of Directors, be reasonably expected to
interfere with the exercise of their independent judgment as a committee member.
Committee members are appointed by the Board. From time to time the Board may
appoint additional members of the Committee, or remove any member from the
Committee.
The Committee shall meet at least four times annually. The Human Resources
Committee Chairman shall prepare and/or approve an agenda in advance of each
meeting.
III. HUMAN RESOURCES COMMITTEE RESPONSIBILITIES AND DUTIES
(i) Review Procedures
1. Review and assess the adequacy of this Charter at least annually and
submit it to the Board of Directors for approval.
2. Together with the Chief Executive Officer ("CEO"), develop and approve a
clear position description for the CEO, which includes delineating
management's responsibilities.
3. Annually review and approve the corporate goals and objectives relevant to
the CEO and the Chief Financial Officer ("CFO") and evaluate the CEO's and
CFO's performance in light of those goals and objectives.
4. Annually review and determine base salary, incentive compensation and
long-term compensation for the CEO and the CFO. In its review the
Committee will consider the Corporation's performance, relative
shareholder return, the value of similar incentive awards to CEOs and CFOs
at comparable companies and the awards given to the CEO and the CFO in
past years.
5. Establish the succession plan for the CEO position for review with the
Board.
6. Review and approve the levels and form of the total compensation of the
Corporation's senior management.
7. Approve management succession and development plans for the Corporation's
senior management.
8. Oversee and monitor employee compensation strategies and benefits.
9. Produce for review and approval by the Board a report on executive
compensation for inclusion in the Corporation's information circular.
10. Authorize, approve, adopt and oversee the Corporation's
incentive-compensation plans and equity-based plans, including, without
limitation, the Corporation's Stock Option Plan, Executive Long-Term
Incentive Plan, Employee Share Purchase Plan, Funded Share Purchase Plans,
Key Executive Employee Benefit Plan, Key Executive Deferred Share Unit
Plan, Intrawest Corporation Whistler Blackcomb Employee Savings and Share
Purchase Plan, Employee's Pension Plan and Designated Executives' Pension
Plan (Registered Portion and Non-Registered Portion), provided that any
plan or arrangement providing for the issuance by the Corporation of
shares of the Corporation, and the alteration, change, amendment or
modification of any such plan or arrangement, shall be approved by the
Board.
(ii) Other Responsibilities
11. Assess annually the effectiveness of the Committee against its Charter and
report the results of the assessment to the Board.
33
12. Perform any other activities consistent with this Charter, the
Corporation's by-laws, and governing law, as the Committee or the Board
deems necessary or appropriate.
13. Maintain minutes of meetings and report regularly to the Board of
Directors about Committee activities.
IV. OUTSIDE ADVISORS
The Committee shall have authority to retain consultants, legal counsel and
other advisors as the Committee may consider necessary to carry out its
responsibilities. Any such firm, consultant, counsel or advisor may be any of
the firms or persons that presently or in the past have represented the
Corporation or may be any other independent person or firm sufficiently
qualified to advise the Committee with respect to the matters to be addressed.
The Corporation shall pay all fees and disbursements of any person or firm
retained by the Committee.
34
INTRAWEST CORPORATION
ANNUAL MEETING
November 7, 2005
PROXY
THIS PROXY IS SOLICITED BY THE MANAGEMENT OF INTRAWEST CORPORATION
The undersigned holder of common shares ("Common Shares") without par value
of Intrawest Corporation (the "Corporation") hereby appoints Joe S. Houssian or,
failing him, Gordon H. MacDougall or, instead of either of them,
--------------------------------------------------------------------------------
as proxyholder and nominee of the undersigned to attend and act at the Annual
Meeting of the Corporation to be held on November 7, 2005 and any adjournment
thereof (the "Meeting") with authority to vote thereat for and on behalf of the
undersigned and directs the proxyholder to vote the Common Shares of the
Corporation held by the undersigned in respect of the matters indicated below as
follows:
1. The election as a director of the Corporation of:
FOR WITHHOLD VOTE
--- -------------
Joe S. Houssian [ ] [ ]
David A. King [ ] [ ]
Gordon H. MacDougall [ ] [ ]
Paul M. Manheim [ ] [ ]
Marti Morfitt [ ] [ ]
Paul A. Novelly [ ] [ ]
Bernard A. Roy [ ] [ ]
Khaled C. Sifri [ ] [ ]
Nicholas C.H. Villiers [ ] [ ]
Alex Wasilov [ ] [ ]
2. The appointment of KPMG LLP, Chartered Accountants as auditors of the
Corporation:
[ ] FOR [ ] WITHHOLD VOTE
3. The authority of the Audit Committee of the Board of Directors to fix the
remuneration of the auditors:
[ ] FOR [ ] AGAINST
Date:
--------------------------------------------- , 2005.
---------------------------------------------------------------------------
Signature of Shareholder
Name of Shareholder:
--------------------------------------------------
(Please print clearly)
(Please see over)
NOTES
1. Please complete, sign and date the enclosed form of proxy and return it to
CIBC Mellon Trust Company, 1066 West Hastings Street, Suite 1600, The
Oceanic Plaza, Vancouver, British Columbia, Canada V6E 3X1 by no later
than 11:00 a.m. (Vancouver time) on November 4, 2005.
2. This proxy is solicited by the management of the Corporation. Please refer
to the Information Circular accompanying the enclosed Notice of Annual
Meeting.
3. The shares represented by this proxy will be voted or withheld from voting
in accordance with the instructions of the shareholder on any ballot that
may be called for and, if the shareholder specifies with certainty a
choice with respect to any matter to be acted upon, such shares will be
voted accordingly.
4. The authority conferred hereunder may be exercised at the sole discretion
of the proxyholder in respect of: (i) each matter set out in the proxy for
which no choice is specified; (ii) any amendments to or variations of any
of the matters identified in the enclosed Notice of Annual Meeting; and
(iii) other business which may properly be brought before the Meeting.
5. If no choice is specified in this proxy and one of the persons named in
this form of proxy is appointed as proxyholder, the shares represented by
this proxy will be voted in favor of such matter.
6. A shareholder has the right to appoint a person, who need not be a
shareholder, as proxyholder at the Meeting other than the persons named in
this form of proxy and may do so by inserting in the blank space provided
the name and address of the person whom the shareholder wishes to appoint.
7. In order to be valid this form of proxy must be dated and signed by the
shareholder or his attorney duly authorized in writing or, if the
shareholder is a corporation, under its seal or by a duly authorized
officer or agent thereof or attorney therefor.
(See "Validity of Proxy" on page 26 of the Information Circular)